EXHIBIT 10.88



                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                                       AND
                                 BERT E. BRODSKY


     This Second  Amendment  ("Amendment")  dated as of the 30th day of October,
2003 by and between  NATIONAL  MEDICAL  HEALTH CARD  SYSTEMS,  INC.,  a Delaware
corporation, having an office at 26 Harbor Park Drive, Port Washington, New York
11050 (the  "Company") and Bert E. Brodsky  ("Executive"),  who resides at South
Road, Harbor Acres, Sands Point, New York 11050. All defined terms used, but not
otherwise defined herein,  shall have the meanings ascribed to such terms in the
Employment  Agreement  between the Company and Executive dated as of October 14,
2002, as amended as of October 28, 2003 (the "Amended Employment Agreement").

                                   WITNESSETH:

     WHEREAS, the Company and New Mountain Partners, L.P. (the "Purchaser") have
entered into the Preferred  Stock  Purchase  Agreement,  dated as of October 30,
2003,  as it may be  amended  from  time to  time  (the  "Purchase  Agreement"),
pursuant to which,  subject to the terms and conditions  contained therein,  the
Company will issue and sell to the  Purchaser,  and the Purchaser  will purchase
from the Company,  6,956,522  shares of series A preferred  stock of the Company
(the "Series A Preferred Stock"), for an aggregate purchase price of $80,000,003
(the "Transaction");

     WHEREAS, the Company, Purchaser,  Executive and certain stockholders of the
Company have entered into a Support Agreement, dated as of October 30, 2003 (the
"Support Agreement"),  it being understood that the reference in Section 3(d) of
the Support Agreement to a "letter  agreement" between the Company and Executive
dated as of October 30, 2003, is a reference to this Amendment;

     WHEREAS,  in light of (i) the uncertainty as to the amount of the severance
payment to which  Executive  would be entitled  under Section 5.2 of the Amended
Employment Agreement upon a termination of Executive's  employment following the
closing of the Transaction and (ii) the substantial benefits that Executive will
enjoy as a result of the  closing  of the  transactions  contemplated  under the
Purchase  Agreement,  the special  committee  of the board of  directors  of the
Company  has  required  Executive  to agree to reduce  the  aggregate  severance
payment to which  Executive  would be entitled  under Section 5.2 of the Amended
Employment Agreement following the closing of the Transaction to $357,500; and

     WHEREAS,  Executive is willing to enter into this  Amendment in  connection
with the execution of the Purchase  Agreement  and the Support  Agreement by the
parties thereto.

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

     1. Executive agrees that the Amended Employment  Agreement shall be amended
by adding the following new Section 4.3 immediately following Section 4.2:

     "4.3 In the event that  Executive  shall  become  entitled to any  payments
pursuant to Section 4.2 as a result of,  directly or indirectly,  the closing of
the transactions  contemplated by the Preferred Stock Purchase Agreement,  dated
as of October 30, 2003, between the Company and New Mountain Partners, L.P. (the
"Purchaser"), as it may be amended from time to time (the "Purchase Agreement"),
in no event shall such  payments be paid to Executive  prior to the later of (i)
July 1,  2004 and (ii) the  "Closing  Date"  (as  such  term is  defined  in the
Purchase Agreement)."

     2. Executive agrees that the Amended Employment  Agreement shall be amended
by adding the following new Section 5.3 immediately following Section 5.2:

    "5.3    Notwithstanding anything to the contrary contained in Section 5.2,

     (a) if (i) Executive  resigns from the Company in accordance with the terms
of Section 3(d) of the Support  Agreement,  dated as of October 30, 2003, by and
among the Company,  the  Purchaser,  Executive and certain  stockholders  of the
Company (the  "Support  Agreement"),  or (ii)  Executive's  employment  with the
Company is  terminated by the Company  without cause prior to July 1, 2004,  and
the Closing  Date occurs on or prior to July 1, 2004,  then  Executive  shall be
entitled to receive from the Company,  in lieu of any and all amounts  otherwise
payable to  Executive  under  Section  5.2, a lump sum cash payment in an amount
equal to $357,500, which amount shall be paid by the Company to Executive on the
later of (i) July 1, 2004 and (ii) the Closing Date; and

     (b) in the  event  that (i)  Executive's  employment  with the  Company  is
terminated  by the Company  without  cause  prior to July 1, 2004,  and (ii) the
Closing  Date  does not  occur on or prior to July 1,  2004,  Executive  will be
entitled to receive the payment  described in Section 5.2 on the earlier of July
1, 2004 and the date of the termination of the Purchase Agreement.

     (c)  Sections 4.3 and 5.3(a) shall become null and void upon the earlier of
July 1, 2004 or the date of the  termination  of the  Purchase  Agreement if the
Closing Date has not  occurred on or prior to July 1, 2004 and if the  Executive
has not been terminated by the Company without cause prior to such date.

     3. All other terms of the  Agreement  shall remain in full force and effect
as previously written.

     4.  From and  after the  execution  and  delivery  of this  Amendment,  all
references to the Amended Employment 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 Amended  Employment  Agreement
as amended hereby.

     5. 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.

     IN WITNESS WHEREOF,  the Company and Executive have executed this Amendment
as of the day and year first above written.

                                                  NATIONAL MEDICAL HEALTH CARD
                                                        SYSTEMS, INC.



                                                  By:
                                                     ---------------------------
                                                      David Gershen
                                                      Executive Vice President





                                                    --------------------------
                                                     Bert E. Brodsky