EXHIBIT  2.3
                            STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT, dated as of July 31, 2003 (this "Agreement"),  by
and among  National  Medical Health Card Systems,  Inc., a Delaware  corporation
("Acquirer"),  PORTLAND  PROFESSIONAL  PHARMACY,  a Maine corporation  ("PPRX"),
PORTLAND  PROFESSIONAL  PHARMACY ASSOCIATES,  a Maine corporation ("PRXA";  and,
together  with  PPRX,  the  "Companies"),  and the three  individuals  listed on
Schedule  I hereto,  who own all the  capital  stock of PPRX and of PRXA (each a
"Shareholder" and collectively the "Shareholders").

                                    RECITALS

     WHEREAS,  the Shareholders own all of the issued and outstanding  shares of
capital stock of each of PPRX and PRXA (collectively, the "Shares");

     WHEREAS, the Shareholders desire to sell the Shares to the Acquirer and the
Acquirer desires to purchase the Shares from the Shareholders upon the terms and
subject to the conditions set forth in the Agreement (the "Acquisition");

     WHEREAS, the respective Boards of Directors of PPRX, PRXA and Acquirer have
approved the Acquisition  upon the terms and subject to the conditions set forth
in this Agreement; and

     NOW,  THEREFORE,  in  consideration of the premises,  the  representations,
warranties  and  agreements  herein  contained  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the terms and conditions  set forth herein,  the parties hereto agree
as follows:

                                   ARTICLE I

                                   DEFINITIONS

     In this Agreement,  the following words and phrases shall have the meanings
hereinafter set forth:

     "Acquisition"  shall have the  meaning  given to such term in the  Recitals
hereof.

     "Acquirer" shall have the meaning given such term in the first paragraph of
this Agreement.

     "Acquirer  Common  Stock" shall mean common  stock of  Acquirer,  $.001 par
value per share.

     "Acquirer  Disclosure  Schedule"  shall have the meaning given such term in
the preamble to Article V hereof.

     "Acquirer  Indemnified  Party"  shall have the  meaning  given such term in
Section 11.01 hereof.

     "Affiliated Group" shall have the meaning give such term in Section 3.11(a)
hereof.

     "Affiliates"  shall have the  meaning as set forth in Rule 144  promulgated
under the Securities Act.

     "Business Day" shall mean any day,  other than a Saturday,  Sunday or legal
holiday  under the Federal laws of the United States or the laws of the State of
New York.

     "Closing" shall have the meaning given such term in Section 2.02 hereof.

     "Closing  Date"  shall have the  meaning  given  such term in Section  2.02
hereof.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Commission"  shall mean the  Securities  and  Exchange  Commission  of the
United States.

     "Companies"  shall have the meaning given such term in the first  paragraph
of this Agreement.

     "Company Disclosure Schedule" shall have the meaning given such term in the
preamble to Article III hereof.

     "Company  Indemnified  Party"  shall  have the  meaning  given such term in
Section 11.02 hereof.

     "Contest"  shall  have the  meaning  given  such term in  Section  12.02(b)
hereof.

     "Contracts"  shall have the  meaning  given  such term in  Section  3.16(a)
hereof.

     "Earn Out" shall have the meaning given such term in Section 2.05 hereof.

     "Employee  Plan" shall have the meaning given such term in Section  3.17(a)
hereof.

     "Environmental  Laws"  shall  mean,  with  respect  to the  Companies,  any
federal,  state,  or  local  law,  statute,  rule,  regulation,  order  or other
requirement of law relating to (i) the manufacture,  transport,  use, treatment,
storage,  disposal,  release or threatened release of Hazardous  Substances,  or
(ii) the  protection  of human  health or the  environment  (including,  without
limitation, natural resources, air, and surface or subsurface land or waters).

     "Environmental   Liabilities"   shall   mean   any  and  all   liabilities,
responsibilities,  claims, suits, losses, costs (including remediation, removal,
response,  abatement,  clean-up,  investigative  and/or monitoring costs and any
other related costs and expenses),  other causes of action  recognized now or at
any later time, damages,  settlements,  expenses, charges,  assessments,  liens,
penalties,  fines,  pre-judgment and post-judgment  interest,  attorney fees and
other legal fees (a)  pursuant to any  agreement,  order,  notice,  requirement,
responsibility  or directive  (including  directives  embodied in  Environmental
Laws), injunction, judgment or similar documents (including settlements) arising
out of or in connection with any Environment  Laws, or (b) pursuant to any claim
by a governmental entity or other person or entity for personal injury, property
damage,  damage to natural  resources,  remediation or similar costs or expenses
incurred or asserted by such entity or person pursuant to common law or statute.

     "Environmental  Material  Adverse  Effect" shall mean,  with respect to the
Companies, any Environmental  Liabilities that are reasonably expected to exceed
$5,000 per occurrence, or $20,000 in the aggregate.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
it now exists and is hereafter amended.

     "ERISA  Affiliate"  shall mean any person,  firm or entity  (whether or not
incorporated) which, by reason of its relationship with PPRX or PRXA is required
to be aggregated  with PPRX or PRXA under  Sections  414(b),  414(c),  414(m) or
414(o)  of the  Code,  or which,  together  with PPRX or PRXA,  is a member of a
controlled group within the meaning of Section 4001(a)(14) of ERISA.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

     "Financial  Statements"  shall have the meaning  given such term in Section
3.07(a) hereof.

     "Generally  accepted  accounting  principles" shall mean generally accepted
accounting principles in the United States.

     "Governmental  Entity"  shall  mean any  court,  administrative  agency  or
commission or other  federal,  provincial,  state,  local,  municipal or foreign
government or governmental authority or instrumentality.

     "Hazardous  Substance"  shall mean any material or  substance  that is: (i)
listed,   classified   or  regulated   pursuant  to  or  under  any   applicable
Environmental Law, or (ii) any petroleum product or by-product,  asbestos,  urea
formaldehyde insulation or polychlorinated biphenyls.

     "Indemnified Party" shall have the meaning given such term in Section 11.04
hereof.

     "Indemnifying  Party"  shall  have the  meaning  given such term in Section
11.04 hereof.

     "Indemnified  Employees"  shall have the meaning given such term in Section
7.05 hereof.

     "Indemnity  Claim" shall have the meaning  given such term in Section 11.07
hereof.

     "Intellectual  Property"  shall have the meaning given such term in Section
3.23 hereof.

     "Interim  Financial  Statements"  shall have the meaning given such term in
Section 3.07(a) hereof.

         "IRS" shall mean the Internal Revenue Service.

     "Knowledge"  shall mean,  with respect to a Person,  such  Person's  actual
knowledge after reasonable inquiry of officers,  directors or other employees of
such Person reasonably believed to have knowledge of such matters.

     "License" shall have the meaning given such term in Section 3.24 hereof.

     "Liens"  shall  mean all liens,  mortgages,  charges,  security  interests,
pledges,   rights  or  claims  of  others,   restraints  on  transfer  or  other
encumbrances.

     "Losses" shall have the meaning given such term in Section 11.01(a) hereof.

     "Material  Adverse  Change"  shall mean a change,  event,  occurrence  or a
development  involving a prospective  change which could have a Material Adverse
Effect.

     "Material  Adverse  Effect"  shall  mean,  with  respect to any  Person,  a
material  adverse  effect on the  business,  prospects,  results of  operations,
financial condition or assets of such Person and its Subsidiaries, if any, taken
as a whole, or which would prevent or materially  delay the  consummation of the
transactions  contemplated  hereby. In determining  whether any individual event
would result in a Material Adverse Effect,  notwithstanding that such event does
not of itself have such  effect,  a Material  Adverse  Effect shall be deemed to
have occurred if the cumulative effect of such event and all other then existing
events would result in a Material Adverse Effect.

     "Nasdaq National Market" shall mean the National  Association of Securities
Dealers Automated Quotation National Market.

     "Person"  shall  mean  an  individual,  corporation,  partnership,  limited
liability  company,   joint  venture,   association,   trust  or  unincorporated
organization, or a government or any agency or political subdivision thereof.

     "Pre-Closing  Period"  shall  have the  meaning  given such term in Section
12.01(d) hereof.

         "Post-Closing Period" shall have the meaning given such term in Section
12.01(d) hereof.

     "PPRX"  shall have the meaning  given such term in the first  paragraph  of
this Agreement.

     "PPRX Common Stock" shall mean all of the issued and outstanding  shares of
PPRX, no par value per share.

         "PRXA" shall have the meaning given such term in the first paragraph of
this Agreement.

         "PRXA Common Stock" shall mean all of the issued and outstanding shares
of PRXA, no par value per share.

         "Public Filings" shall have the meaning given such term in Section 5.06
hereof.

         "Purchase Price" shall have the meaning given such term in Section 2.03
hereof.

     "Regulatory Authority" shall mean any foreign, federal, provincial,  state,
local or municipal  government or governmental  authority the approval of which,
or filing  with,  is  legally  required  for  consummation  of the  transactions
contemplated by this Agreement.

     "Release" shall mean any spilling,  leaking,  pumping,  pouring,  emitting,
emptying, discharging,  injecting, escaping, leaching, dumping or disposing into
the environment.

     "Requisite  Regulatory Approvals" shall have the meaning given such term in
Section 9.01(b) hereof.

     "Section  338(h)(10)  Elections"  shall have the meaning given such term in
Section 12.05 hereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

     "Shares" shall have the meaning give such term in the Recitals hereof.

     "Shareholder" shall have the meaning given such term in the first paragraph
of this Agreement.

     "Shareholder  Agreements" shall have the meaning given such term in Section
4.01 hereof

     "Subsidiary"  of any  Person  means,  with  respect  to  such  Person,  any
corporation,  partnership,  joint  venture or other  legal  entity of which such
Person  (either alone or through or together with any other  subsidiary),  owns,
directly or indirectly,  50% or more of the stock or other equity  interests the
holders of which are generally entitled to vote for the election of the Board of
Directors or other governing body of such corporation or other legal entity.

     "Takeover Proposal" shall have the meaning given such term in Section
6.03 hereof.

     "Tax" and  "Taxes"  shall  include  any  federal,  state,  local or foreign
income, gross receipts,  capital,  franchise,  import, goods and services, value
added, sales and use, estimated,  alternative  minimum,  add-on minimum,  sales,
use,  transfer,  registration,  excise,  natural  resources,  severance,  stamp,
occupation,  premium,  windfall profit,  environmental,  customs,  duties,  real
property,  personal  property,  capital stock,  social  security,  unemployment,
disability,  payroll, license,  employee withholding,  or other tax, of any kind
whatsoever,  including any interest, penalties or additions to tax or additional
amounts in respect of the foregoing;  the foregoing shall include any transferee
or  secondary  liability  for a Tax and any  liability  assumed by  agreement or
arising  as a result of being  (or  ceasing  to be) a member  of any  Affiliated
Group, as defined in Section 1504 of the Code (or being included (or required to
be included) in any Tax Return relating thereto).  Provided,  however,  that the
term "Tax" is not intended to include any fees or other  amounts  payable to any
state  regulatory  authority  in respect of the  transfer  of  pharmacy or other
professional licenses in connection with the Acquisition.

     "Tax Returns" shall mean returns, declarations, reports, claims for refund,
information  returns or other  documents  (including  any related or  supporting
Schedules,  statements  or  information)  filed  or  required  to  be  filed  in
connection with the determination,  assessment or collection of any Taxes of any
party  or  the  administration  of  any  laws,   regulations  or  administrative
requirements relating to any Taxes.

     "Treasury  Regulations"  shall  mean  the  regulations  issued  by  the  US
Department of Treasury pursuant to the Code.

     "Year-End  Financial  Statements" shall have the meaning given such term in
Section 3.07(a) hereof.

                                   ARTICLE II

                                 THE ACQUISITION

     Section 2.01.  Purchase of Shares. At the Closing,  Acquirer shall purchase
the  Shares  from the  Shareholders,  thereby  acquiring  all of the  issued and
outstanding shares of capital stock of each of PRXA and PPRX.

     Section 2.02. Closing. The closing (the "Closing") of the Acquisition shall
take place at 3 p.m., New York time, on July 31, 2003, (the "Closing Date"),  at
the offices of the Companies,  1283 Congress Street, Portland ME, unless another
time, place or date is agreed to in writing by the parties hereto.

     Section 2.03 Purchase Price.  Subject to the terms and conditions set forth
in this Agreement,  the purchase price to be paid by Acquirer at Closing for the
Shares  shall be  3,150,000,  in  cash,  to be paid to the  Shareholders  at the
Closing,  ( the  "Purchase  Price") The  Purchase  Price shall be  allocated  as
provided on Schedule 2.03.

     Section 2.04 Deliveries at Closing.  At the Closing,  the Shareholders will
deliver to Acquirer (a) stock  certificates  representing all of the PPRX Common
Stock, accompanied by stock powers duly endorsed in blank or accompanied by duly
executed instruments of transfer, (b) stock certificates representing all of the
PRXA  Common  Stock,  accompanied  by stock  powers  duly  endorsed  in blank or
accompanied by duly executed  instruments  of transfer and (c) the  certificates
and other documents contemplated by Section 9.02. At the Closing,  Acquirer will
deliver  to the  Shareholders  (x)  the  Purchase  Price  by  wire  transfer  of
immediately  available  funds  and  (y) the  certificates  and  other  documents
contemplated by Section 9.03.

     Section 2.04.5 Post Closing  Balance Sheet.  Within ten business days after
the Closing  Date,  the  Shareholders  shall  deliver to the  Acquirer a closing
balance  sheet dated as of July 31, 2003 (the  "Closing  Balance  Sheet")  which
shall be prepared in a manner  consistent with the Companies'  unaudited balance
sheet at June 30, 2003 (the "June Balance Sheet").  If and to the extent the net
book value (total assets minus total  liabilities)  on the Closing Balance Sheet
is less  than  90% of the  net  book  value  shown  on the  June  Balance  Sheet
($280,000), the Shareholders shall pay such deficit to the Acquirer, within five
business days after delivery of the Closing  Balance Sheet.  Provided,  however,
that fees paid or accrued  in July for legal and  consulting  services  prior to
July 15,  2003 shall not be treated as a deduction  against net book value,  and
that amounts that Acquirer  elects to pay at or around Closing from funds of the
Companies  (such as to Mr.  Sheats) shall not be treated as a deduction  against
net book value.

     Section 2.05 Earn Out. In addition to the Purchase Price and subject to the
provisions  contained in Schedule  2.05 hereto,  Acquirer  shall,  to the extent
applicable,  pay to the Shareholders as additional consideration for the Shares,
cash and/or shares of Acquirer  Common Stock as  calculated  in accordance  with
Schedule 2.05 hereto (the "Earn Out").

                                  ARTICLE III

      REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS

     Except  as set  forth  (by  reference  to the  applicable  Section  of this
Agreement)  in the  disclosure  schedule  delivered  by the  Companies  and  the
Shareholders to Acquirer on the date hereof (the "Company Disclosure Schedule"),
a copy of  which  is  attached  hereto  as  Schedule  3.0,  PPRX,  PRXA and each
Shareholder hereby, jointly and severally,  represent and warrant to Acquirer as
of the date hereof and as of the Closing Date as follows:

Section 3.01.  Organization, Etc.
               -----------------

     (a) PPRX is a corporation  duly  organized and validly  existing  under the
laws of the State of Maine and has full corporate power and authority to conduct
its  business  as it is now being  conducted  and to own,  operate  or lease the
properties and assets it currently owns,  operates or holds under lease. PPRX is
duly  qualified or licensed to do business and is in good  standing as a foreign
corporation in the jurisdictions set forth in the Company  Disclosure  Schedule,
which constitute all of the jurisdictions where the character of its business or
the nature of its properties makes such  qualification  or licensing  necessary,
except where the failure to so qualify or be licensed  would not have a Material
Adverse  Effect.  PPRX has  heretofore  delivered  to Acquirer  true and correct
copies of its  Articles  of  Incorporation  and  Bylaws as in effect on the date
hereof.  PPRX  is not  in  violation  of  any  provisions  of  its  Articles  of
Incorporation or Bylaws.

     (b) PRXA is a corporation  duly  organized and validly  existing  under the
laws of the State of Maine and has full corporate power and authority to conduct
its  business  as it is now being  conducted  and to own,  operate  or lease the
properties and assets it currently owns,  operates or holds under lease. PRXA is
duly  qualified or licensed to do business and is in good  standing as a foreign
corporation in the jurisdictions set forth in the Company  Disclosure  Schedule,
which constitute all of the jurisdictions where the character of its business or
the nature of its properties makes such  qualification  or licensing  necessary,
except where the failure to so qualify or be licensed  would not have a Material
Adverse  Effect.  PRXA has  heretofore  delivered  to Acquirer  true and correct
copies of its  Articles  of  Incorporation  and  Bylaws as in effect on the date
hereof.  PRXA  is not  in  violation  of  any  provisions  of  its  Articles  of
Incorporation or Bylaws.

     Section 3.02. Subsidiaries and Other Interests.  Except as described in the
Company  Disclosure  Schedule,  neither PPRX nor PRXA has any  Subsidiaries  or,
directly or indirectly,  owns any equity, legal,  beneficial or similar interest
in, any corporation, partnership, joint venture, association or other entity.

Section 3.03.  Capitalization.
               --------------

     (a) The  authorized,  issued and  outstanding  capital stock of each of the
Companies is as set forth on the Company Disclosure Schedule.  All of the issued
and  outstanding  shares of capital stock of each of the Companies are owned, of
record and  beneficially,  by the  Shareholders  in the amounts set forth on the
Company Disclosure Schedule.  No Persons other than the Shareholders are or will
be entitled to receive any payment with  respect to any shares of capital  stock
of  each  of the  Companies.  The  designations,  powers,  preferences,  rights,
qualifications, limitations and restrictions in respect of each class and series
of  authorized  capital stock of each of the Companies are as set forth in their
respective  Articles  of  Incorporation,  and  all  such  designations,  powers,
preferences,  rights,  qualifications,  limitations and  restrictions are valid,
binding and enforceable  and in accordance  with all applicable  corporate laws.
All outstanding  shares of capital stock of each of the Companies have been duly
authorized and validly issued and are fully paid and non-assessable and are free
and  clear  of any  Liens.  All of the  outstanding  securities  of  each of the
Companies were issued in compliance with all applicable  securities (federal and
state) and corporate laws.  None of the outstanding  securities have been issued
in  violation  of any  preemptive  rights,  rights of first  refusal  or similar
rights.  There are no outstanding  options,  warrants,  convertible  securities,
calls,  rights,  commitments,  preemptive rights or agreements or instruments or
understandings  of any  character to which either of the Companies is a party or
by which either of the Companies is bound, obligating either of the Companies to
issue, deliver or sell, or cause to be issued,  delivered or sold,  contingently
or  otherwise,  additional  shares of its  capital  stock or any  securities  or
obligations  convertible  into or  exchangeable  for such  shares  or to  grant,
extend,  accelerate  the vesting of,  change the price of or otherwise  amend or
enter  into  any  such  option,  warrant,  convertible  security,  call,  right,
commitment, preemptive right or agreement. There are no outstanding obligations,
contingent or other, of either of the Companies to purchase, redeem or otherwise
acquire any shares of its capital stock. There are no bonds debentures, notes or
other  indebtedness  of either  of the  Companies  having  the right to vote (or
convertible  into  securities  having the right to vote) on any matters on which
the Shareholders may vote.  Except in respect of the Acquisition as contemplated
by this Agreement and except for the Shareholder Agreements, there are no voting
trust  agreements or other  contracts,  agreements,  arrangements,  commitments,
plans or understandings  restricting or otherwise relating to voting (i) between
or among the Companies and any of their respective  shareholders or (ii) between
or among any of the Companies' shareholders.

     Section 3.04.  Authorization.  The Companies  have all requisite  corporate
power  and  authority  to  enter  into  this  Agreement  and  each of the  other
agreements  contemplated hereby, to carry out their respective obligations under
this Agreement and under each of the other agreements contemplated hereby and to
consummate the transactions  contemplated hereby and thereby.  The execution and
delivery of this Agreement and each of the other agreements contemplated hereby,
the  consummation of the  transactions  contemplated  hereby and thereby and the
performance  by PPRX and  PRXA of their  respective  obligations  hereunder  and
thereunder  have been duly authorized by all necessary  corporate  action on the
part of PPRX,  PRXA and the  Shareholders.  Each of this Agreement and the other
agreements  contemplated  hereby have been duly  executed  and  delivered by the
Companies  and  constitute  the  legal,  valid  and  binding  obligation  of the
Companies, enforceable against the Companies in accordance with their respective
terms  (except as the  enforceability  thereof may be limited by any  applicable
bankruptcy, insolvency or other laws affecting creditors' rights generally or by
general principles of equity, regardless of whether enforceability is considered
in equity or at law).

     Section 3.05. No Violation.  The execution and delivery by PPRX and PRXA of
this Agreement and each of the other agreements  contemplated hereby do not, and
the  consummation by PPRX and PRXA of the transactions  contemplated  hereby and
thereby, and compliance with the terms hereof and thereof will not, (a) conflict
with,  or result in any  violation  of or default  under,  any  provision of the
respective  Articles of  Incorporation  or Bylaws of PPRX or PRXA;  (b) conflict
with, or result in any violation of or default or loss of any benefit under, any
License,  or any statute,  law, rule or regulation,  or any judgment,  decree or
order of any court or other governmental agency or instrumentality to which PPRX
or PRXA is a party or to which any its  respective  properties  is subject;  (c)
conflict  with,  or result in a breach or violation of or default or loss of any
benefit under, or accelerate the performance required by, any agreement (written
or  unwritten),   understanding,   arrangement,  contract,  indenture  or  other
instrument  to which PPRX or PRXA is a party or to which any of its  property is
subject,  or  constitute a default or loss of any right  thereunder  or an event
which,  with the lapse of time or notice or both,  will  result in a default  or
loss of any right  thereunder or the creation of any Lien upon any of the assets
or  properties  of PPRX or  PRXA;  (d)  result  in any  suspension,  revocation,
impairment,  forfeiture  or  nonrenewal  of any License or (e) result in PPRX or
PRXA being  required to pay any  material  amount or refund to any  Affiliate or
licensee  of PPRX or PRXA in  respect  of  amounts  received  by PPRX or PRXA in
advance of the performance of services. PPRX and PRXA are in compliance with all
applicable  laws,  rules or regulations  relating to or affecting the operation,
conduct or ownership of its property or  business,  other than  violations  that
individually  or in the aggregate does not and will not have a Material  Adverse
Effect on the Companies, taken as a whole.

     Section 3.06.  Approvals.  The execution and delivery of this Agreement and
each of the other  agreements  contemplated  hereby and the  consummation of the
transactions  contemplated  hereby and thereby by PPRX and PRXA will not require
the consent,  approval,  order or authorization  of any  Governmental  Entity or
Regulatory  Authority  or  any  other  Person  under  any  statute,  law,  rule,
regulation,  permit, license, agreement,  indenture or other instrument to which
PPRX  or  PRXA is a  party  or to  which  its  properties  are  subject,  and no
declaration,  filing or registration with any Governmental  Entity or Regulatory
Authority is required by PPRX or PRXA in  connection  and with the execution and
delivery of this Agreement and each of the other agreements contemplated hereby,
the consummation of the  transactions  contemplated  hereby and thereby,  or the
performance by PPRX or PRXA of its obligations hereunder and thereunder,  except
for  (i)  such  consents,  approvals,  orders,  authorizations,   registrations,
declarations  and  filings  as may be  required  under  the  Exchange  Act,  the
Securities Act,  applicable state securities laws and the securities laws of any
foreign country, and (ii) such consents, authorizations,  filings, approvals and
registrations  which, if not obtained or made, would not have a Material Adverse
Effect on the Companies,  taken as a whole, and would not prevent, or materially
alter or delay any of the transactions contemplated by this Agreement.

Section 3.07.  Financial Statements and Other Information.
               ------------------------------------------

     (a) The Companies  have  delivered to Acquirer  true,  correct and complete
copies of (i) the unaudited balance sheet of PPRX and PRXA (on a combined basis)
as of  December  31,  2002  and  December  31,  2001 and the  related  unaudited
statements of operations and retained  earnings,  and cash flows for each of the
years  in  the  three-year  period  ended  December  31,  2002,  [including  the
accompanying  letter  dated  February  5,  2003  of  Runyon  Kersteen  Ouellette
reporting on its review of such financial  statements  (the "Year-End  Financial
Statements")],  and  (ii)  the  unaudited  balance  sheet of PPRX and PRXA (on a
combined  basis) as of June 30,  2003 and the  related  unaudited  statement  of
profit and loss for the Companies  for the six-month  period ended June 30, 2003
(the "Interim  Financial  Statements").  The Year-End  Financial  Statements and
Interim  Financial  Statements  are  herein  collectively  referred  to  as  the
"Financial Statements."

     (b) The Financial  Statements are in accordance  with the books and records
of the Companies and have been prepared in accordance  with  generally  accepted
accounting  principles  consistently  applied  throughout  the  periods  covered
thereby and the  balance  sheets  included  therein  present  fairly as of their
respective  dates  the  financial  condition  of  the  Companies.  All  material
liabilities and obligations, whether absolute, accrued, contingent or otherwise,
whether  direct or indirect,  and whether due or to become due, which existed at
the date of such Financial  Statements have been disclosed in the balance sheets
included in the Financial  Statements or in notes to the Financial Statements to
the extent such liabilities were required,  under generally accepted  accounting
principles,  to be so  disclosed.  The  statements  of  operations,  accumulated
deficit and cash flows included in the Financial  Statements  present fairly the
results of operations,  accumulated  deficit and cash flows of the Companies for
the periods  indicated.  The statements of operations  included in the Financial
Statements do not contain any material items of special or non-recurring  income
or other  income  not  earned  in the  ordinary  course  of  business  except as
expressly specified therein.

     (c)  All  properties,  investments,  tangible  assets  and  deferred  costs
reflected in the latest balance sheets included in the Financial Statements have
a fair  market  or  realizable  value at least  equal to the  value  thereof  as
reflected therein.

     (d) The  accounts and notes  receivable  of the  Companies  included in the
latest balance sheet of the Companies  included in the Financial  Statements are
actual and bona fide  receivables  representing  obligations of the total amount
thereof shown on the books of the Companies,  net of certain amounts relating to
Medicare/Medicaid  disallowances  or  disallowances  from any  other  government
entity. The Companies have the right to collect  receivables in the full amounts
shown over the period of usual trade terms.  The Companies have performed in all
material respects all obligations with respect thereto which it was obligated to
perform to the date hereof,  and to the Companies'  Knowledge these  receivables
are not subject to any defenses or rights of setoff.

     (e) Since June 30, 2003,  there has been no Material  Adverse Change in the
Companies.

     Section 3.08. No Undisclosed Liabilities.  Except as set forth in the notes
to the Financial Statements,  the liabilities on the latest balance sheet of the
Companies  included  in the  Financial  Statements  consist  solely  of  accrued
obligations and liabilities  incurred by the Companies in the ordinary course of
business to Persons  which are not  Affiliates  of the  Companies.  There are no
liabilities of the Companies of any kind whatsoever,  whether or not accrued and
whether or not contingent or absolute,  including without limitation documentary
or standby  letters of credit,  bid or performance  bonds,  or customer or third
party  guarantees,  other  than  (a)  liabilities  disclosed  in  the  Financial
Statements or in the Company Disclosure  Schedule,  (b) liabilities  incurred in
the  ordinary  course  of  business  and not  required  to be set  forth  in the
Financial  Statements  under generally  accepted  accounting  principles and (c)
liabilities  which have  arisen  after June 30, 2003 in the  ordinary  course of
business and  consistent  with past  practice  (none of which is a liability for
breach of contract, breach of warranty, tort, infringement claim or lawsuit or a
liability  to repay or refund to any person any amounts  previously  received by
the Company) . There are no asserted  claims for  indemnification  by any Person
against   PPRX  or  PRXA  under  any  law  or  agreement  or  pursuant  to  such
corporations'  respective Articles of Incorporation or Bylaws, and the Companies
are unaware of any facts or circumstances  that might give rise to the assertion
of such a claim against PPRX or PRXA thereunder.

     Section  3.09.  Corporate  Action.  All  corporate  action  of the Board of
Directors and of the Shareholders of PPRX and PRXA taken on or prior to the date
hereof  has been  duly  authorized,  adopted  or  ratified  in  accordance  with
applicable law and their respective Articles of Incorporation and Bylaws and has
been duly  recorded in PPRX's and PRXA's,  respective,  corporate  minute  books
(true,  correct  and  complete  copies of which have been  delivered  to or made
available for inspection by Acquirer).

Section 3.10.  Events Subsequent to December 31, 2002.
               --------------------------------------

     (a) Except as disclosed in the Company Disclosure Schedule,  since December
31,  2002,  neither  PPRX nor  PRXA  has (a)  issued  any  stock,  bond or other
corporate security (including without limitation securities  convertible into or
rights to acquire  capital  stock of PPRX or PRXA);  (b)  borrowed any amount or
incurred or become subject to any liability  (absolute,  accrued or contingent),
except current  liabilities  incurred and liabilities  under  contracts  entered
into,  all in the ordinary  course of business;  (c) discharged or satisfied any
Lien or incurred  or paid any  obligation  or  liability  (absolute,  accrued or
contingent)  other than current  liabilities shown on its balance sheet included
in the Year-End Financial  Statements for the period ended December 31, 2002 and
current  liabilities  incurred since December 31, 2002 in the ordinary course of
business;  (d) declared or made any payment or  distribution  to shareholders or
purchased or redeemed any shares of its capital  stock or other  securities,  or
entered  into,  any  agreement or commitment or currently has an intention to do
so; (e) mortgaged,  pledged or subjected to Lien any of its assets,  tangible or
intangible,  other than liens for  current  taxes not yet due and  payable;  (f)
sold,  assigned or transferred any of its tangible assets except in the ordinary
course  of  business,  or  canceled  any  debt or  claim;  (g)  sold,  assigned,
transferred or granted any license with respect to any patent, trademark,  trade
name,  service mark,  copyright,  trade secret or other  intangible  asset;  (h)
suffered any loss of property or waived any right of  substantial  value whether
or not in the ordinary  course of business;  (i) suffered any adverse  change in
its relations  with, or any loss or threatened  loss of, any of its suppliers or
customers  disclosed  pursuant to Section 3.23; (j) (1) granted any severance or
termination pay to any of its directors, officers, employees or consultants, (2)
entered into any employment,  deferred  compensation or other similar  agreement
(or any amendment to any such existing agreement) or arrangement with any of its
directors,  officers,  employees  or  consultants,  (3)  increased  any benefits
payable under any existing  severance or termination  pay policies or employment
agreements,  (4) increased the compensation,  bonus or other benefits payable to
any of its directors, officers, consultants or employees, except in each case in
the ordinary course of business  consistent  with past  practices;  (k) made any
material  change  in the  manner of its  business  or  operations;  (l) made any
material  change in any method of accounting or accounting  practice,  except as
specifically  disclosed  in the  Financial  Statements;  (m)  entered  into  any
transaction   except  in  the  ordinary  course  of  business  or  as  otherwise
contemplated  hereby;  or  (n)  entered  into  any  commitment   (contingent  or
otherwise) to do any of the foregoing.

Section 3.11.  [MOVED TO SECTION 8.07]Taxes.
                                      -----

     (a) PPRX and PRXA (or any  affiliated,  combined,  consolidated  unitary or
similar  group  ("Affiliated  Group")  of  which  PPRX or PRXA is or has  been a
member) have each duly and timely filed with the appropriate  taxing authorities
all Tax Returns  that are  required to have been filed for,  by, on behalf of or
with regard to it and its assets,  operations and  businesses,  and such returns
are true,  correct and  complete and reflect all  liabilities  for Taxes for the
periods covered thereby.

     (b) All Taxes due and  payable by or with  respect to PPRX or PRXA,  either
directly or as a part of a  consolidated,  combined or similar  return,  for all
periods through the Closing Date have been or will be fully and timely paid when
due.  The reserves or accruals for Taxes  provided in the  respective  books and
records of the  Companies  with respect to any period for which Tax Returns have
not yet been filed or for which Taxes are not yet due and owing are or, prior to
the Closing,  will be sufficient  for all unpaid Taxes of the Companies  through
the close of  business  on the  Closing  Date.  The  amount of the  reserves  or
accruals  for the Taxes of the  Companies  through June 30, 2003 is set forth on
the Company Disclosure Schedule. The Companies have not incurred any Taxes other
than in the ordinary  course of business.  The  Companies  have no liability for
Taxes of any person under Treasury  Regulation  Section 1.1502-6 (or any similar
provision of state, local,  foreign or federal law), as transferee or successor,
by contract, or otherwise.

     (c)  The  Companies  have  complied  in  all  material  respects  with  all
applicable laws,  rules and regulations  relating to the payment and withholding
of Taxes and has duly and timely  withheld  from  employee  salaries,  wages and
other  compensation and have paid over to the appropriate taxing authorities all
amounts  required  to be so  withheld  and paid over for all  periods  under all
applicable laws.

     (d) Any  deficiencies  asserted,  assessed  or  proposed as a result of any
governmental  audits  of the Tax  Returns  of PPRX or  PRXA  have  been  paid or
settled,  and there are no present disputes as to Taxes payable by PPRX or PRXA.
There is no audit,  investigation,  or proceeding in progress, pending, expected
or  threatened  against  either of the Companies by any  governmental  agency in
connection  with Taxes;  nor, to the  knowledge of either of the  Companies,  is
there any reasonable basis for any such audit,  investigation or proceeding.  No
issue has been raised by a federal,  state, local or foreign taxing authority in
any current or prior  examination of the Companies  which, by application of the
same or similar principles, could reasonably be expected to result in a proposed
deficiency for any subsequent taxable period.

     (e)  Neither  PPRX nor  PRXA has (i)  executed  or  filed  with any  taxing
authority any agreement extending the period for assessment or collection of any
Taxes, including but not limited to any applicable statute of limitations;  (ii)
requested any  extension of time within which to file any Tax Return,  which Tax
Return has not since been filed;  (iii)  received any written ruling of a taxing
authority  related to Taxes or entered  into any  written  and  legally  binding
agreement with a taxing  authority  relating to Taxes or (iv) made any payments,
or is obligated to make any payments, or is a party to any agreement that could,
individually  or  collectively,  require  it  to  make  payments  that  are  not
deductible under Section 280(G) of the Code.

     (f)  Neither  PPRX  nor PRXA is a party to any tax  allocation  or  sharing
agreement or similar document or arrangement.

     (g) No Power of Attorney  with  respect to any Tax matter is  currently  in
force with respect to either of the Companies.

     (h) Acquirer has received complete copies of (i) all income Tax Returns for
PPRX and PRXA for all applicable  taxable  periods since 1999 and (ii) any audit
report issued within the last three years relating to any Taxes due from or with
respect  to PPRX or PRXA,  or its  income,  assets or  operations.  The  Company
Disclosure Schedule sets forth the jurisdictions in which PPRX or PRXA filed Tax
Returns since their inception,  and as of the date hereof no claim has ever been
made by any taxing  authority in a  jurisdiction  in which PPRX or PRXA does not
(or did not) file Tax  Returns  that it is or may be subject to taxation by that
jurisdiction.

     (i) Neither PPRX nor PRXA,  nor any other person on behalf of PPRX or PRXA,
has (i) agreed to or is  required  to make any  adjustments  pursuant to Section
481(a) of the Code or any similar  provision  of state,  local or foreign law by
reason of a change in accounting  method,  nor has any such change been proposed
or  threatened,  or has  any  application  pending  with  any  taxing  authority
requesting  permission for any changes in accounting methods or (ii) executed or
entered  into a closing  agreement  pursuant to Section  7121 of the Code or any
similar provision of state, local or foreign law. Neither PPRX nor PRXA, nor any
other person on behalf of PPRX or PRXA, has filed a consent  pursuant to Section
341(f) of the Code or agreed to have Section  341(f)(2) of the Code apply to any
disposition  of a  subsection  (f)  asset (as that term is  defined  in  Section
341(f)(4) of the Code) owned by PPRX or PRXA.

     (j) No property  owned by either of the  Companies is (i)  "tax-exempt  use
property"  within  the  meaning  of  Section  168(h)(1)  of the  Code or (ii) is
"tax-exempt bond financed  property" within the meaning of Section 168(g) of the
Code.

     (k) Neither PPRX nor PRXA is subject to any private  letter  rulings of the
Internal Revenue Service or comparable rulings of other Tax authorities.

     (l) There are no Liens as a result of unpaid  Taxes  upon any of the assets
or properties of either of the Companies.

     (m) Neither PPRX nor PRXA is a party to any joint  venture,  partnership or
other  arrangement  that is  treated as a  partnership  for  federal  income tax
purposes.  Neither  PPRX  nor  PRXA  own  any  interest  in any  entity  that is
disregarded for U.S. federal income tax purposes.

     (n) Neither PPRX nor PRXA is or has ever been a United States real property
holding  corporation  within the meaning of Section  897(c)(2)  of the  Internal
Revenue Code.

     (o)  Neither  PPRX  nor  PRXA  has   constituted   either  a  "distributing
corporation"  or a  "controlled  corporation"  within  the  meaning  of  Section
355(a)(1)(A)  of the Code in a  distribution  qualifying  for tax free treatment
under  Section  355 of the Code (i) in the two  years  prior to the date of this
Agreement or (ii) in a distribution  that could  otherwise  constitute part of a
"plan" or "series of transactions"  (within the meaning of Section 355(e) of the
Code) in conjunction with this Agreement.

     (p)  Neither  PPRX  nor  PRXA  (A) has or is  projected  to have an  amount
includable  in its income for the current  taxable year under Section 951 of the
Code;  or (B) has an  unrecaptured  overall  foreign  loss within the meaning of
Section 904(f) of the Code.

     (q) Each of PPRX and PRXA has properly  and timely  elected  under  Section
1362 of the Code,  and under each  analogous  or similar  provision of state and
local law in each jurisdiction  where PPRX and PRXA, as applicable,  is required
to file a Tax  Return,  to be  treated  as an "S"  corporation  for all  taxable
periods  since  their  respective  dates of  formation.  There  has not been any
voluntary or involuntary  termination or revocation of any such election. No Tax
will be imposed upon PPRX or PRXA under  Section 1374 of the Code in  connection
with the transactions contemplated by this Agreement.

     Section  3.12.  Litigation.   There  is  no  action,  suit,  investigation,
arbitration or proceeding  pending or threatened in writing or otherwise against
or affecting  the  Companies  or any of their  respective  properties  or rights
(including   without   limitation   no  charge  of   patent   and/or   trademark
infringement),  by or  before  any  Governmental  Entity,  or any  basis in fact
therefor known to either of the Companies, against or involving the Companies or
any of their respective  officers,  directors,  employees or consultants (in all
instances, in their capacity as such), assets, business or products,  whether at
law or in equity.  There is no judgment,  decree or order against  either of the
Companies or their  respective  officers or directors  (in their  capacities  as
such). The Company Disclosure Schedule accurately  describes each action,  suit,
investigation,  arbitration  or  proceeding  brought  against or  affecting  the
Companies or any of their properties or assets  (including any of their patents,
trademarks or other  intellectual  property) or to which either of the Companies
was a party.  With respect to each  litigation or claim described in the Company
Disclosure  Schedule,  copies of all  pleadings,  filings,  correspondence  with
opposing  parties and their  counsel,  opinions of counsel,  results of studies,
judgments, orders, attachments,  impositions of or recordings of Liens and other
documents  have been furnished or made  available to Acquirer.  All  proceedings
have been timely reported to all applicable  insurance  carriers in all material
respects and no  reservation  of rights or denial of coverage has been issued by
such carrier as to any pending claim.

     Section 3.13.  Compliance  with Laws.  The  Companies  have complied in all
material respects with all applicable laws (including rules, regulations, codes,
plans, injunctions,  judgments, orders, decrees, rulings and charges thereunder)
of any  Governmental  Entity relating to or affecting the operation,  conduct or
ownership of its properties or businesses. No investigation, audit, or review by
any  Governmental  Entity  (including  without  limitation  any audit or similar
review by any federal, foreign, state or local taxing authority) with respect to
either of the  Companies  is pending  or  threatened,  nor has any  Governmental
Entity  indicated in writing to either of the  Companies an intention to conduct
the same.  Neither  the  Companies  nor any  director,  officer,  consultant  or
employee of the Companies (in all instances,  in their capacity as such),  is in
default with respect to any order, writ, injunction or decree known to or served
upon the Companies of any Governmental  Entity.  There is no existing law, rule,
regulation or order, whether federal,  state, local, municipal or foreign, which
would  prohibit  or  materially   restrict  the  Companies  from,  or  otherwise
materially  adversely  affect the  Companies  in,  conducting  their  respective
businesses in any  jurisdiction in which they are now conducting  business or in
which they currently propose to conduct business.

Section 3.14.  Title to and Condition of Property.
               ----------------------------------

     (a) The Companies own no real property. Each lease or agreement under which
either of the Companies is a lessee or lessor of any property, real or personal,
is a valid and binding  agreement  of such  Company in full force and effect and
without any default thereunder by any other party thereto. No event has occurred
and is  continuing  which,  with due  notice  or  lapse  of time or both,  would
constitute  a default or event of default by either of the  Companies  under any
such lease or agreement or by any other party thereto. The Companies' possession
of such  property  have not been  disturbed  and no claim has been  asserted  in
writing  against  the  Companies  adverse  to  their  rights  in such  leasehold
interests.

     (b)  All  buildings,  structures,   appurtenances  and  material  items  of
machinery, equipment and other tangible assets used by the Companies are in good
operating condition and repair, normal wear and tear excepted, are usable in the
ordinary  course of  business,  are  adequate and suitable for the uses to which
they are being put and conform in all material  respects to all applicable laws,
ordinances, codes, rules, regulations and authorizations relating to its use and
operation.  The Companies'  premises or equipment are not in need of maintenance
or repairs other than  ordinary  routine  maintenance  and repairs which are not
material,  individually  or in the  aggregate,  in nature  or cost,  and no such
maintenance or repair has intentionally been delayed, deferred or prolonged.

Section 3.15.  Environmental Matters.
               ---------------------

     (a) Except as would not have an Environmental Material Adverse Effect, each
of PPRX and PRXA has been and is currently being operated in compliance with all
applicable  limitations,   restrictions,  conditions,  standards,  prohibitions,
requirements  and  obligations of  Environmental  Laws and related orders of any
court or other  governmental  authority;  neither  PPRX nor PRXA is  required to
obtain any permits or licenses  pursuant to any Environmental Law to conduct its
business as presently conducted;

     (b) There are not any  existing,  pending  or  threatened  actions,  suits,
claims,  investigations,  inquiries or proceedings by or before any court or any
other  governmental  entity directed against either PPRX or PRXA that pertain or
relate to (1) any remedial  obligations under any applicable  Environmental Law,
(2) violations by PPRX or PRXA of any Environmental  Law, (3) personal injury or
property  damage  claims  relating  to  a  Release  of  chemicals  or  Hazardous
Substances, or (4) response,  removal, or remedial costs under the Comprehensive
Environmental  Response,   Compensation,   and  Liability  Act  ("CERCLA"),   42
U.S.C.ss.9601 et seq. the Resource  Conservation  and Recovery Act ("RCRA"),  42
U.S.C.ss.6901 et seq., or any similar state or federal laws;

     (c) No  portion  of any  real  property  leased  by PPRX is  listed  on the
National  Priorities List ("NPL") or the Comprehensive  Environmental  Response,
Compensation,  and Liability Information System ("CERCLIS") under CERCLA, or any
similar  ranking  or listing  under any state  law.  Except as would not have an
Environmental  Material Adverse Effect,  no facts or  circumstances  exist which
could  reasonably  be  expected  to result  in any  liability  to PPRX,  PRXA or
Acquirer with respect to the current or past business and  operations of PPRX or
PRXA in  connection  with (i) any  Release,  transportation  or  disposal of any
Hazardous  Substances,  or (ii) any action taken or omitted that was not in full
compliance with or was in violation of any applicable Environmental Law.

Section 3.16.  Contracts.
               ---------

     (a)  The  Company  Disclosure  Schedule  contains  a  complete  list of all
currently  effective written or oral (i) employment  contracts,  arrangements or
policies  of either of the  Companies  which may not be  immediately  terminated
without penalty (or any augmentation or acceleration of benefits);  (ii) leases,
sales  contracts  and other  agreements  with respect to any  property,  real or
personal,  of either of the  Companies,  except for leases of personal  property
involving,  on an annual basis, less than $15,000 individually or $50,000 in the
aggregate;   (iii)  contracts  or  commitments   for  capital   expenditures  or
acquisitions  in excess of $15,000 on an annual  basis for one project or set of
related projects;  (iv) agreements,  contracts,  indentures or other instruments
relating to the borrowing of money,  or the guarantee of any  obligation  (third
party or  otherwise)  for the  borrowing of money  (excluding  routine  checking
account  overdraft  agreements);  (v) contracts or agreements  providing for any
covenant not to compete by either of the Companies or otherwise  restricting  in
any  way  the  Companies'   engaging  in  any  business  activity  (including  a
description  of the  businesses  to which the covenant not to compete  applies);
(vi) contracts or agreements relating to consultancies, professional retentions,
agency,  sales or  distributorship  arrangements  pertaining  to  either  of the
Companies or their  products or activities  involving in excess of $15,000 on an
annual basis; (vii) contracts, agreements or commitments requiring either of the
Companies to indemnify or hold harmless any Person;  (viii) all  contracts  with
any customer or supplier that cannot be terminated  without penalty in excess of
$15,000 by either of the Companies within one year; (ix) any written  agreement,
contract,   arrangement  or  understanding  with  any  Affiliate,   licensee  or
Shareholder;  (x) any license or agreement  granting or restricting the right of
either of the Companies to use a trade name, trademark,  logo, patent,  software
or other Intellectual Property; and (xi) contracts, agreements,  arrangements or
commitments,  other than the  foregoing,  which could  reasonably  be considered
material to the Companies' business (all contracts, agreements,  arrangements or
commitments  to which the  Companies  are a party,  whether or not listed on the
Company Disclosure Schedule, being hereinafter referred to as "Contracts"). True
and  correct  copies  of all the  Contracts  listed  on the  Company  Disclosure
Schedule have been furnished or made  available to Acquirer.  Each Contract is a
legal valid,  binding and enforceable  obligation of the Companies in full force
and effect and the Companies have duly performed  their  respective  obligations
thereunder to the extent such obligations have accrued, and no breach or default
thereunder  by either of the  Companies or any other party  thereto has occurred
that could impair the ability of the Companies to enforce any rights thereunder.
There are no material  liabilities  of the Companies  arising  directly from any
breach of or default in any  provision  of any of the  Contracts,  nor has there
occurred any breach or default  thereof by the Companies  which would permit the
acceleration  of any  obligation  of any party thereto or the creation of a Lien
upon any asset(s) of either of the Companies.

     (b)  The  consummation  of  the  Acquisition  or  the  other   transactions
contemplated  hereby will not result in any violation or termination of, default
or loss of benefit  under,  or give rise to a right of  termination  under,  the
terms of any  Contract.  There are no  negotiations  pending or in  progress  to
revise, in any material respect, any Contract.

Section 3.17.  Employee Plans.
               --------------

     (a) The Company  Disclosure  Schedule  lists each of the  following  plans,
contracts, policies and arrangements which is, or has been at anytime during the
last three  years,  sponsored,  maintained  or  contributed  to by, or otherwise
binding upon PPRX, PRXA or any of their ERISA  Affiliates for the benefit of any
current or former  employee,  director  or other  personnel:  (i) any  "employee
benefit plan," as such term is defined in Section 3(3) of ERISA,  whether or not
subject to the  provisions of ERISA,  (ii) any personnel  policy,  and (iii) any
other  employment,  consulting  (for annual  compensation in excess of $20,000),
collective bargaining, stock option, stock bonus, stock purchase, phantom stock,
incentive,  bonus,  deferred  compensation,   retirement,  severance,  vacation,
dependent care,  employee  assistance,  fringe benefit,  medical,  dental,  sick
leave, death benefit,  change in control, golden parachute or other compensatory
plan,  contract,  policy or arrangement which is not an employee benefit plan as
defined  in  Section  3(3) of  ERISA  (each  such  plan,  contract,  policy  and
arrangement described in (i), (ii) or (iii) above being herein referred to as an
"Employee Plan").

     (b) With respect to each Employee  Plan,  the Companies  have  delivered to
Acquirer true and complete  copies of (i) each contract,  plan document,  policy
statement,  summary plan  description  and other written  material  governing or
describing the Employee Plan and/or any related funding arrangements (including,
without  limitation,  any related trust agreement or insurance company contract)
or,  if there  are no such  written  materials,  a  summary  description  of the
Employee  Plan,  and (ii) where  applicable,  (A) the last annual  report  (5500
series) filed with the Internal  Revenue Service or the Department of Labor; (B)
the two most recent  balance sheets and financial  statements;  (C) the two most
recent  actuarial  reports  or  valuation  statements;  and (D) the most  recent
determination  letter  issued  by the IRS,  as well as any  other  determination
letter,   private  letter  ruling,  opinion  letter  or  prohibited  transaction
exemption  issued by the Internal  Revenue  Service or the  Department  of Labor
since inception and any application therefor which is currently pending.

     (c) Each Employee Plan has been  maintained and  administered in accordance
with  its  terms  and in  compliance  with the  provisions  of  applicable  law,
including,  without limitation,  applicable disclosure,  reporting,  funding and
fiduciary  requirements  imposed by ERISA  and/or the Code.  All  contributions,
insurance  premiums,  benefits and other payments to or under each Employee Plan
with respect to all periods  prior to the Closing have been made (in  accordance
with  the  governing  documents  and  applicable  law) or fully  accrued  on the
Financial  Statements.  With respect to each Employee Plan, (i) no  application,
proceeding or other matter is pending before the IRS, the Department of Labor or
any other governmental agency, (ii) no action, suit,  proceeding or claim (other
than routine claims for benefits) is pending or  threatened,  and (iii) no facts
exist which could give rise to an action,  suit,  proceeding or claim which,  if
asserted,  could result in a material liability or expense to the Companies, any
of their respective ERISA Affiliates or the assets of any Employee Plan.

     (d) With respect to each Employee Plan which is an "employee  benefit plan"
within  the  meaning of  Section  3(3) of ERISA or which is a "plan"  within the
meaning of Section 4975(e) of the Code, there has occurred no transaction  which
is  prohibited  by  Section  406 of  ERISA or which  constitutes  a  "prohibited
transaction"  under  Section  4975(c)  of the Code and with  respect  to which a
prohibited  transaction  exemption  has not been granted and is not currently in
effect.

     (e) With respect to each funded Employee Plan which is an employee  pension
plan  within the meaning of Section  3(2) of ERISA,  (i) the  Employee  Plan has
been, since its inception a qualified plan under Section 401(a) of the Code, and
its related  trust has been,  since its  inception  exempt from  federal  income
taxation  under Section 501(a) of the Code,  (ii) a favorable IRS  determination
letter is  currently  in effect  and,  since the date of the last  determination
letter,  the  Employee  Plan has not been  amended or operated in a manner which
would adversely  affect its qualified status and no event has occurred which has
caused or could  cause  the loss of such  status,  and  (iii)  there has been no
termination or partial  termination  within the meaning of Section  411(d)(3) of
the Code.

     (f)  Neither  PPRX,  PRXA  nor  any of  their  ERISA  Affiliates  has  ever
maintained  or been  obligated  to  contribute  to a single  employer,  multiple
employer or  multi-employer  pension plan (within the meaning of Section 3(2) of
ERISA)  which is or was  covered by Title IV of ERISA or by Section 302 of ERISA
or  Section  412 of the Code,  and  neither  PPRX,  PRXA nor any of their  ERISA
Affiliates  has  incurred  or may incur any direct or indirect  liability  under
Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code, contingent
or otherwise.

     (g) PPRX and its ERISA  Affiliates  have  complied in all respects with the
provisions  of Section 4980B of the Code with respect to any Employee Plan which
is a group  health plan within the  meaning of Section  5001(b)(1)  of the Code.
Neither PPRX nor its ERISA Affiliates maintains, contributes to, or is obligated
under  any  plan,  contract,  policy or  arrangement  providing  health or death
benefits  (whether  or not  insured)  to  current or former  employees  or other
personnel beyond the termination of their  employment or other services,  except
as required in Section 4980B of the Code. Each Employee Plan may be unilaterally
terminated  and/or  amended by PPRX or its ERISA  Affiliates at any time without
damage or penalty.

     (h) The  consummation  of the  transactions  contemplated by this Agreement
will  not  (either  alone  or in  conjunction  with  another  event,  such  as a
termination  of  employment  or other  services)  entitle any  employee or other
person to receive severance or other  compensation  which would not otherwise be
payable  absent  the  consummation  of the  transactions  contemplated  by  this
Agreement  or cause the  acceleration  of the time of  payment or vesting of any
award or entitlement under any Employee Plan.

     Section 3.18. Labor Matters.  The Company  Disclosure  Schedule  contains a
list of all current employees (including without limitation part-time, temporary
and  inactive  employees),   leased  employees,   independent   contractors  and
consultants  of  the  Companies,  their  respective  salaries  or  wages,  other
compensation  and dates of  employment  and  positions.  The Companies are not a
party to or otherwise bound by any collective bargaining agreement,  contract or
other agreement or understanding with a labor union or labor organization,  nor,
as of the date hereof, are the Companies the subject of any proceeding asserting
that either of the  Companies  have  committed  an unfair  labor  practice or is
seeking to compel  either of the  Companies  to bargain  with any labor union or
labor  organization nor, as of the date of this Agreement,  are there pending or
threatened,   any  material  labor  strike,  dispute,  walkout,  work  stoppage,
slow-down or lockout involving either of the Companies.

     Section 3.19. Insurance Policies.  The Company Disclosure Schedule contains
a correct and  complete  description  of all  insurance  policies  covering  the
Companies, their respective businesses,  employees, agents and assets. Each such
policy is in full force and effect and the  Companies  believes each such policy
is of the type and in the  amount  customarily  carried  by  Persons  conducting
businesses or owning  assets  similar to those of the  Companies.  Such policies
shall not,  pursuant to their terms,  in any way be affected by, or terminate or
lapse by reason of, this Agreement.  All retroactive  premium  adjustments under
any worker's  compensation  policy of the  Companies  have been  recorded in the
Financial Statements in accordance with generally accepted accounting principles
and are reflected in the Financial Statements. All premiums with respect to such
insurance  policies  have  been  paid  on a  timely  basis,  and  no  notice  of
cancellation  or termination  has been received with respect to any such policy.
The Companies have not failed to give any notice or present any claim thereunder
in due and timely fashion. There are no pending claims against such insurance by
or on behalf of the Companies as to which the insurers  have denied  coverage or
otherwise  reserved  rights.  The Companies  have not been refused any insurance
with respect to its assets or  operations,  nor has their coverage been limited,
by any insurance  carrier to which they have applied for any such insurance with
which they have carried insurance since the date of their inception.

     Section 3.20.  Records.  Each of the Companies has records that  accurately
and validly  reflect its  transactions  and  accounting  controls  sufficient to
ensure  that such  transactions  are (a) in all  material  respects  executed in
accordance with their respective  management's general or specific authorization
and (b) recorded in conformity with generally accepted accounting principles.

     Section 3.21.  Brokerage  Fees.  Except for TM Capital  Corp.,  neither the
Companies nor their  respective  Affiliates has retained any financial  advisor,
broker, agent or finder or paid or agreed to pay any financial advisor,  broker,
agent  or  finder  on  account  of  this  Agreement  or any  of  the  agreements
contemplated  hereby or any  transaction  contemplated  hereby or thereby or any
transaction of like nature.

Section 3.22.  Suppliers and Customers.
               -----------------------

     (a)  The  Company  Disclosure  Schedule  lists  (i)  all  suppliers  of the
Companies  to which the  Companies  made  payments  during the period  beginning
January 1, 2002 through  December 31, 2002, or expects to make  payments  during
the period  beginning  January 1, 2003 through  December 31, 2003,  in excess of
$15,000 in the aggregate,  (ii) all customers of the Companies during the period
beginning  January 1, 2002  through  December 31,  2002,  or customers  that the
Companies expect will pay to the Companies  during the period beginning  January
1, 2003 through  December 31, 2003, more than $15,000 in the aggregate and (iii)
all other  suppliers and customers the loss of any of which,  individually or in
the  aggregate  with all  other  suppliers  or  customers  affiliated  with such
supplier or customer, could have a Material Adverse Effect on the Companies.

     (b)  To  the  Companies'  and  the  Shareholders'  Knowledge,  none  of the
Companies'  customers or  suppliers  listed on the Company  Disclosure  Schedule
intend to cease  purchasing  from,  selling to or dealing with the Companies nor
has any  information  been brought to their  attention  which might lead them to
believe any such customer or supplier  intends to alter in any material  respect
the amount of such purchases, sales or the extent of dealings with the Companies
or to  materially  alter such  purchases,  sales or dealings in the event of the
consummation of the Acquisition.  No customer has informed the Companies that it
intends  to cancel  outstanding  or  currently  anticipated  contracts  with the
Companies.

     (c) Neither the Companies nor any of their respective  officers,  directors
or Affiliates, nor any entity controlled by one of more of the foregoing:

     (i) owns,  directly or indirectly,  any interest in (excepting less than 1%
stock holdings for investment purposes in securities of publicly held and traded
companies),  or is an officer,  director,  employee or consultant of, any Person
which is, or is engaged in business as, a competitor of either of the Companies;

     (ii)  owns,  directly  or  indirectly,  in whole or in part,  any  material
tangible or intangible  property that the Companies uses in the conduct of their
respective  businesses,  except as disclosed in the Company Disclosure Schedule;
or

     (iii) has any cause of action or other claim  whatsoever  against,  or owes
any amount  to, the  Companies,  except  for  claims in the  ordinary  course of
business  such as for accrued  vacation pay,  accrued  benefits  under  employee
benefit plans, and similar matters and agreements existing on the date hereof.

     Section  3.23.  Intellectual  Property.  The  Company  Disclosure  Schedule
contains an accurate  and complete  list of all  domestic  and foreign  patents,
patent  applications,  patent licenses,  software licenses (other than generally
available  pre-packaged  "off-the-shelf"  software) and  licenses,  trade names,
trademarks, copyrights, service marks, trademark registrations and applications,
service mark  registrations  and applications,  and copyright  registrations and
applications  owned  (in whole or in part),  licensed  to any  extent or used or
anticipated  to be used by the  Companies  in the  conduct  of their  respective
businesses  (collectively,  and,  together  with  the  know  how,  "Intellectual
Property"). The Companies either own all right, title and interest in and to, or
possesses the exclusive right to use, the Intellectual  Property,  trade secrets
and technology used in the conduct of their  respective  businesses  (including,
without  limitation,  the  exclusive  right to use and  license the same (in the
jurisdiction(s)  where  registered in the case of trademarks,  service marks and
copyrights)) and each item  constituting  part of the  Intellectual  Property in
which the  Companies  have an ownership or license  interest  have been,  to the
extent indicated on the Company Disclosure Schedule, duly registered with, filed
in or issued  by, as the case may be,  the United  States  Patent and  Trademark
Office or such other  Governmental  Entities  as are  indicated  on the  Company
Disclosure Schedule and such registrations, filings and issuances remain in full
force and  effect.  No claim of  infringement  or  misappropriation  of patents,
trademarks, trade names, service marks, copyrights or trade secrets of any other
Person has been made nor threatened against the Companies. The Companies are not
infringing or misappropriating  any patents,  trademarks,  trade names,  service
marks,  copyrights or trade secrets of any other Person.  The Companies have not
granted  any  license,  franchise  or  permit  to any  Person  to use any of the
Intellectual  Property of the Companies and no other Person has the right to use
the same  trademarks,  service marks or trade names used by the Companies or any
similar  trademarks,  service  marks or trade names likely to lead to confusion.
Since  inception  the  Companies  have not  conducted  its  business  under  any
corporate,  trade or fictitious  name,  except Portland  Professional  Pharmacy,
Portland   Professional   Pharmacy,   Inc.  or  Portland  Professional  Pharmacy
Associates.   The  Company   Disclosure   Schedule   sets  forth  all  trademark
registrations and applications,  service mark registrations and applications and
copyright  registrations and applications abandoned by the Companies since their
inception.

     Section 3.24. Licenses. The Companies have all licenses,  permits, consents
and other  governmental  certificates,  authorizations and approvals required by
applicable federal, state and local Governmental Entity for the conduct of their
respective  businesses and the use of their  respective  properties as presently
conducted or used,  including,  without limitation,  all licenses required under
applicable federal,  state, local or municipal law relating to public health and
safety,  or  employee  health and safety  except  where the failure to have such
license, permit, consent, certificate,  authorization or approval could not have
a Material  Adverse  Effect on the  Companies  (collectively,  "Licenses").  The
Company  Disclosure  Schedule contains a true and complete list of the Licenses.
All of the  Licenses  are in full  force  and  effect  and no action or claim is
pending  nor is  threatened  to revoke or  terminate  any License or declare any
License invalid in any material respect.  The Companies have taken all necessary
action to maintain such Licenses.  The Company  Disclosure  Schedule  contains a
true and  complete  list of all federal,  state,  local,  municipal  and foreign
governmental  or  judicial  consents,   orders,  decrees  and  other  compliance
agreements relating to the Companies or any of their respective businesses under
which the Companies are operating or bound.

     Section  3.25. No Illegal or Improper  Transactions.  Neither the Companies
nor  any  of  their  respective  directors,   officers,   employees,  agents  or
Affiliates,  have  directly  or  indirectly  used  funds or other  assets of the
Companies or made any promise or  undertaking  in such  regard,  for (a) illegal
contributions,  gifts,  entertainment  or other  expenses  relating to political
activity;  (b) illegal payments to or for the benefit of governmental  officials
or employees,  whether  domestic or foreign;  (c) illegal payments to or for the
benefit of any person,  firm,  corporation  or other  entity,  or any  director,
officer,  employee,  agent or representative  thereof;  (d) the establishment or
maintenance of a secret or unrecorded fund or (e) any other illegal payment; and
there have been no false or  fictitious  entries made in the books or records of
the Companies with respect to any of the foregoing.

     Section 3.26.  Restrictive  Documents  and  Territorial  Restrictions.  The
Companies are not subject to, or a party to, any charter, bylaw, mortgage, Lien,
lease, license, permit, agreement,  contract,  instrument, law, rule, ordinance,
regulation,  order,  judgment or decree, or any other restriction of any kind or
character,  which  adversely  affects the  business,  prospects,  operations  or
condition  (financial  or otherwise)  of their  respective  businesses or any of
their respective  assets or properties in any material  respect,  or which would
prevent  consummation of the transactions  contemplated hereby, or the continued
operation of their respective  businesses after the date hereof on substantially
the same basis as  heretofore  operated or which would  materially  restrict the
ability of the  Companies  to acquire any  property  or conduct  business in any
area.

     Section 3.27. Bank Accounts.  The Company  Disclosure  Schedule  contains a
true,  correct and complete list of the names and locations of all banks,  trust
companies,  savings and loan  associations  and other financial  institutions at
which the Companies maintain safe deposit boxes or accounts of any nature.

     Section 3.28. No Misleading Statements. This Agreement, the information and
schedules  referred to herein,  when considered as a whole, and the certificates
that have  been  furnished  to  Acquirer  in  connection  with the  transactions
contemplated  hereby do not include any untrue  statement of a material fact and
do not  omit to state  any  material  facts  necessary  to make  the  statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.

                                   ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

     Each  Shareholder,  severally but not jointly,  agrees and  represents  and
warrants to Acquirer as follows:

     Section  4.01.  Ownership.  Such  Shareholder  holds  of  record  and  owns
beneficially the number of shares of PPRX Common Stock and PRXA Common Stock set
forth next to his name in  Schedule  4.01  hereto,  free and clear of any Liens.
There are no  outstanding  options,  warrants,  convertible  securities,  calls,
rights, commitments, court orders, proceedings,  preemptive rights or agreements
or instruments or understandings of any character (other than this Agreement and
the  shareholder   agreements  described  on  Schedule  4.01  (the  "Shareholder
Agreements"))  to which  such  Shareholder  is a party or by which he, is bound,
obligating  him, to deliver or sell,  or cause to be issued,  delivered or sold,
contingently or otherwise,  any shares of PPRX Common Stock or PRXA Common Stock
owned by him or any securities or obligations  convertible  into or exchangeable
for such  shares or to grant,  extend or enter  into any such  option,  warrant,
convertible security,  call, right,  commitment,  preemptive right or agreement.
Such Shareholder is not a party to any voting trust,  proxy, or other agreement,
commitment or understanding,  or any court order proceeding, with respect to the
voting,  dividend  rights or  disposition  of any capital stock of PPRX or PRXA,
except for the Shareholders  Agreements and except as otherwise disclosed on the
Company Disclosure  Schedule.  At the Closing,  good and marketable title to the
Shares being sold by such  Shareholder  will pass to Acquirer  free and clear of
all Liens.

     Section 4.02.  Authorization.  Such Shareholder has all requisite power and
authority  to  enter  into  this  Agreement  and  each of the  other  agreements
contemplated  hereby,  and to carry out his obligations under this Agreement and
each  of  the  other  agreements  contemplated  hereby  and  to  consummate  the
transactions  contemplated  hereby and thereby.  Each of this  Agreement and the
other  agreements  contemplated  hereby have been duly executed and delivered by
such Shareholder and (assuming due authorization, execution and delivery of this
Agreement by Acquirer)  constitutes the legal,  valid and binding  obligation of
such Shareholder,  enforceable against such Shareholder in accordance with their
respective  terms  (except as the  enforceability  thereof may be limited by any
applicable  bankruptcy,  insolvency or other laws  affecting  creditors'  rights
generally  or by general  principles  of  equity,  regardless  of  whether  such
enforceability is considered in equity or at law).

     Section 4.03. No  Violation.  The execution and delivery of this  Agreement
and each of the other  agreements  contemplated  hereby by such Shareholder does
not, and the consummation by such  Shareholder of the transactions  contemplated
hereby and thereby,  and compliance  with the terms hereof and thereof will not,
conflict  with,  or result in a breach or  violation  of or  default  under,  or
accelerate  the  performance  required  by,  the  terms  of  any  law,  statute,
regulation,  order, judgment or decree or any agreement,  contract, indenture or
other  instrument  to which such  Shareholder  is a party or to which any of his
properties are subject,  or constitute a default or loss of any right thereunder
or an event which,  with the lapse of time or notice or both,  might result in a
default or loss of any right  thereunder  or the  creation  of any Lien upon the
shares of PPRX or PRXA owned by, or any  consideration  to be received  by, such
Shareholder pursuant to the Agreement.

     Section 4.04.  Approvals.  The execution and delivery of this Agreement and
each of the other  agreements  contemplated  hereby and the  consummation of the
transactions  contemplated  hereby  and  thereby  by such  Shareholder  will not
require the consent, approval, order or authorization of any Governmental Entity
or  Regulatory  Authority  or any other Person  under any  statute,  law,  rule,
regulation,  permit, license, agreement,  indenture or other instrument to which
such  Shareholder is a party or to which any of his properties are subject,  and
no  declaration,   filing  or  registration  with  any  Governmental  Entity  or
Regulatory  Authority is required by such  Shareholder  in  connection  with the
execution  and  delivery  of this  Agreement  and each of the  other  agreements
contemplated  hereby,  the  consummation by such Shareholder of the transactions
contemplated  hereby  and  thereby  or the  performance  by  Shareholder  of his
obligations hereunder and thereunder.

     Section  4.05.  Brokerage  Fees.  Such  Shareholder  has not  retained  any
financial  advisor,  broker,  agent  or  finder  or  paid or  agreed  to pay any
financial advisor,  broker,  agent or finder on account of this Agreement or any
transaction  contemplated hereby or any transaction of like nature that would be
required to be paid by such Shareholder.

     Section 4.06.  Litigation.  There is no claim, suit, action,  proceeding or
investigation  (whether  at law or  equity,  before  or by any  Federal,  state,
foreign,  local or  municipal  commission,  court,  tribunal,  board,  agency or
instrumentality,  or before any  arbitrator)  pending or  threatened  against or
affecting such Shareholder,  the outcome of which would in any manner impair his
ability  to perform  his  obligations  hereunder  or  against  the  transactions
contemplated by this Agreement.

                                   ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF ACQUIRER

     Except  as set  forth  (by  reference  to the  applicable  Section  of this
Agreement) in the disclosure  schedule  delivered by Acquirer to PPRX,  PRXA and
the Shareholders on the date hereof (the "Acquirer Disclosure Schedule"), a copy
of which is  attached  hereto  as  Schedule  5.0,  Acquirer  hereby  agrees  and
represents and warrants to PPRX, PRXA and the Shareholders as follows:

     Section 5.01. Organization,  Etc. Acquirer is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has full corporate  power and authority to conduct its business as it is now
being  conducted  and to own,  operate  or lease the  properties  and  assets it
currently  owns,  operates  or holds  under  lease and is duly  qualified  to do
business and is in good standing in each jurisdiction in which the failure to be
so  qualified  and in good  standing  would  have a Material  Adverse  Effect on
Acquirer.

Section 5.02.  Acquirer Shares.
               ---------------

     (a) The  authorized  capital stock of Acquirer  consists of (i)  25,000,000
shares of common  stock,  $.001 par value per  share,  of which,  as of June 30,
2003,  7,620,907 shares are issued and outstanding and (ii) 10,000,000 shares of
preferred  stock,  $.10 par value per  share,  of which no shares  are issued or
outstanding.

     (b) The shares of Acquirer  Common Stock to be issued  pursuant to the Earn
Out, when issued pursuant to this Agreement,  will be duly  authorized,  validly
issued,  fully paid and nonassessable and will not have been issued in violation
of any preemptive rights or of any federal or state law. The representations and
warranties  contained in this  subsection  (b) shall be deemed renewed as of the
date of each  issuance of Acquirer  Common  Stock  pursuant to the terms of this
Agreement.

     Section 5.03. Authorization. Acquirer has all requisite corporate power and
authority  to  enter  into  this  Agreement  and  each of the  other  agreements
contemplated  hereby, to carry out its obligations under this Agreement and each
of the other agreements  contemplated  hereby and to consummate the transactions
contemplated hereby and thereby.  The execution and delivery by Acquirer of this
Agreement and each of the other agreements  contemplated hereby to which it is a
party, the consummation of the transactions  contemplated hereby and thereby and
the  performance by Acquirer of its  obligations  hereunder and thereunder  have
been duly authorized by all necessary  corporate action on the part of Acquirer.
Each of this Agreement and the other agreements  contemplated hereby to which it
is a party has been duly executed and delivered by Acquirer and  constitutes the
legal, valid and binding obligation of Acquirer, enforceable against Acquirer in
accordance with their respective terms (except as the enforceability thereof may
be limited by any  applicable  bankruptcy,  insolvency  or other laws  affecting
creditors'  rights generally or by general  principles of equity,  regardless of
whether such enforceability is considered in equity or at law).

     Section 5.04. No  Violation.  The execution and delivery of this  Agreement
and each of the other agreements contemplated hereby by Acquirer do not, and the
consummation by Acquirer of the  transactions  contemplated  hereby and thereby,
and compliance with the terms hereof and thereof will not, (a) conflict with, or
result  in any  violation  of or  default  or loss  of any  benefit  under,  any
provision of Acquirer's  Certificate of  Incorporation  or Bylaws;  (b) conflict
with,  or result in a breach or  violation  of or default or loss of any benefit
under,  or accelerate the  performance  required by, the terms of any agreement,
contract, indenture or other instrument to which Acquirer is a party or to which
any of its  properties is subject,  or constitute a default or loss of any right
thereunder  or an event which,  with the lapse of time or notice or both,  might
result in a default or loss of any right  thereunder or the creation of any Lien
upon  any of the  assets  or  properties  of  Acquirer;  or  (c)  result  in any
suspension,  revocation,  impairment,  forfeiture  or nonrenewal of any material
Acquirer license.

     Section 5.05.  Approvals.  The execution and delivery of this Agreement and
each of the agreements  contemplated  hereby by Acquirer and the consummation of
the transactions  contemplated  hereby and thereby will not require the consent,
approval,  order or  authorization  of any  Governmental  Entity  or  Regulatory
Authority or any other Person under any statute, law, rule, regulation,  permit,
license,  agreement,  indenture or other instrument to which Acquirer is a party
or to which any of its  properties  is subject,  and no  declaration,  filing or
registration with any Governmental Entity or Regulatory Authority is required or
advisable  by Acquirer in  connection  with the  execution  and delivery of this
Agreement and each of the other agreements contemplated hereby, the consummation
by  Acquirer  of  the  transactions  contemplated  hereby  and  thereby  or  the
performance by Acquirer of its obligations hereunder and thereunder,  other than
(a)  compliance  with any  applicable  requirements  under the Exchange Act, the
Securities  Act and the Nasdaq  National  Market and state  securities and "blue
sky" laws and (b) such other filings or registrations  with, or  authorizations,
consents  or  approvals  of,  governmental   bodies,   agencies,   officials  or
authorities  the  failure  of which to make or obtain  would not have a Material
Adverse Effect, or would not materially adversely affect the ability of Acquirer
to consummate the Acquisition.

     Section 5.06. Commission Filings; Financial Statements. Acquirer has timely
filed since June 30, 2002 all reports and other  materials  required to be filed
by it pursuant to the  applicable  provisions of the Securities Act and pursuant
to Section  13, 14 or 15(d) of the  Exchange  Act (the  "Public  Filings").  The
Public Filings,  as of their respective filing dates, did not contain any untrue
statement  of a  material  fact  and did not  omit to state  any  material  fact
necessary  in order to make the  statements  made  therein,  in the light of the
circumstances  under  which they were made,  not  misleading.  The  consolidated
financial  statements  contained  in the Public  Filings:  (i)  complied  in all
material  respects with the published  rules and  regulations  of the Commission
applicable  thereto;  (ii) were prepared in accordance  with generally  accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
covered,  except as may be indicated in the notes to such  financial  statements
and (in the case of unaudited  statements) as permitted by Form 10-Q, and except
that unaudited financial statements may not contain footnotes and are subject to
year-end audit  adjustments;  and (iii) fairly present in all material  respects
the consolidated  financial  position of Acquirer and its subsidiaries as of the
respective dates thereof and the consolidated  results of operations of Acquirer
and its  subsidiaries  for the periods  covered  thereby.  Since March 31, 2003,
there has been no Material Adverse Change as to Acquirer.

     Section  5.07.  Valid  Issuance.  The  Acquirer's  Board of  Directors  has
authorized the  reservation of that number of shares of Acquirer Common Stock as
may be issued pursuant to the Earn Out. All Acquirer Common Stock subject to the
Earn Out will, when issued pursuant to this Agreement,  be validly issued, fully
paid and nonassessable and free and clear of any Liens.

     Section 5.08.  Broker's and Finder's Fees.  Acquirer has not incurred,  nor
will it incur,  directly or indirectly,  any liability for brokerage or finders'
fees or agents'  commissions or investment  bankers' fees or any similar charges
in connection with this Agreement or any transaction contemplated hereby.

     Section 5.09. No Vote Required.  No vote of the stockholders of Acquirer is
necessary to adopt and approve this  Agreement,  the  Acquisition  and the other
transactions  contemplated  by this  Agreement,  or to issue the Acquirer Common
Stock to be issued hereunder.

     Section 5.10.  Financial Capacity.  Acquirer reasonably believes it has the
financial  capacity  to pay the  consideration  for the Shares as of the Closing
Date and otherwise to fulfill its obligations under this Agreement.

     Section 5.11. No Misleading Statements. This Agreement, the information and
schedules  referred to herein,  when considered as a whole, and the certificates
that have been  furnished to the  Companies and the  Shareholders  in connection
with the transactions contemplated hereby do not include any untrue statement of
a material  fact and do not omit to state any material  facts  necessary to make
the statements  contained herein or therein, in light of the circumstances under
which they were made, not misleading.

                                   ARTICLE VI

                           COVENANTS OF THE COMPANIES

     Section 6.01. Conduct of Companies. From the date hereof until the Closing,
the Companies shall conduct their respective  businesses in the ordinary course,
consistent with past practice,  and not enter into any  transaction  outside the
ordinary course of business.  Without  limiting the generality of the foregoing,
from the date hereof  until the  Closing,  except as  contemplated  hereby,  and
except to the extent that Acquirer gives prior written consent:

     (a) neither  PPRX nor PRXA will adopt or propose any change in its Articles
of Incorporation or enter into any agreement or incur any obligation,  the terms
of which would be violated by the consummation of the transactions  contemplated
by this Agreement;

(b) except as contemplated by this Agreement, neither PPRX nor PRXA will:

     (i)  enter  into  any  written  contract,  agreement,  plan or  arrangement
covering  any  director,  officer or  employee of either of the  Companies  that
provides  for the making of any  payments,  the  acceleration  of vesting of any
benefit or right or any other entitlement contingent upon (A) the Acquisition or
(B) the termination of employment after the Acquisition;

     (ii) enter into or amend any  employment,  consulting or similar  agreement
(oral or written) to increase the  compensation  payable or to become payable by
it to, or otherwise  materially alter its employment or consulting  relationship
with, any of its officers,  directors or consultants  over the amount payable as
of the date hereof, or increase the compensation  payable to any other employees
(other than (A) increases to non-Shareholder employees in the ordinary course of
business,  consistent  with past practice,  which,  do not exceed the greater of
$1.50 per hour or 5% of total salary or otherwise have a Material Adverse Effect
on the  Companies,  (B) pursuant to plans  disclosed  in the Company  Disclosure
Schedule,  or (C) pre-Closing  (or year-end,  as the case may be) bonuses to the
Shareholders  which are  consistent in amount with prior years'  practices),  or
adopt  or,  except  as  required  by   applicable   law  to  maintain  a  plan's
tax-qualified  status,  amend any employee benefit plan or arrangement  (oral or
written);  provided,  however,  that nothing herein shall restrict the Companies
from  adjusting  management  compensation  in a  manner  consistent  with  prior
practices; or

     (iii)  loan or  advance  any  money  to any  officer,  director,  employee,
shareholder or consultant of either of the Companies  other than advances in the
ordinary  course of business which do not exceed $5,000 at any time  outstanding
to any one person;

     (c) neither PPRX nor PRXA will (i) purchase,  acquire, issue, deliver, sell
or authorize the issuance,  delivery or sale of any stock appreciation rights or
of any shares of its capital  stock of any class or any  securities  convertible
into or exchangeable  for, or rights,  warrants or options to acquire,  any such
shares or convertible or exchangeable  securities,  (ii) make any changes in its
capital  structure,  or (iii) enter into any agreement or  understanding or take
any preliminary  action with respect to the matters referred to in clause (i) or
(ii) of this paragraph (c);

     (d) the  Companies  will  keep in full  force  and  effect  their  existing
insurance policies and will not modify or reduce the coverage thereunder;

     (e)  neither  PPRX nor PRXA  will (i) pay any  dividend  or make any  other
distribution to holders of its capital stock (other than a distribution to cover
income  taxes on pro rata  shares  of PPRX  income  for the year  ending  on the
Closing  Date,  which amount shall be  determined  assuming such shares shall be
subject to a combined  Federal  and State  income tax rate of 50%),  (ii) split,
combine or  reclassify  any of its  capital  stock or propose or  authorize  the
issuance of any other  securities in respect of or in lieu of or in substitution
for any shares of its  capital  stock,  (iii)  repurchase,  redeem or  otherwise
acquire any shares of its capital  stock,  or (iv) take any  preliminary  action
with respect thereto;

     (f) the Companies will not incur any additional  indebtedness  for borrowed
money (including,  without  limitation,  by way of guarantee or the issuance and
sale of debt securities or rights to acquire debt securities), incur any account
payable,  or  enter  into or  modify  any  contract,  agreement,  commitment  or
arrangement with respect to the foregoing;

(g) the Companies will not enter into any material transaction that would in the
  reasonable judgment of Acquirer, delay the occurrence of the Closing beyond
  July 31, 2003;

     (h) other than sales of products  and  services in the  ordinary  course of
business and consistent  with present  practice the Companies will not (i) sell,
lease or otherwise dispose of any of its assets having a book or market value in
excess of $25,000 in the aggregate or that are otherwise material,  individually
or in the  aggregate,  to the  business,  results  of  operations  or  financial
condition of the Companies,  or (ii) enter into, or consent to the entering into
of, any  agreement  granting a  preferential  right to sell,  lease or otherwise
dispose of any of such assets;

     (i) the  Companies  will not (i) enter into any new line of business;  (ii)
change their investment, liability management and other material policies in any
material respect; (iii) incur or commit to any capital expenditures, obligations
or  liabilities  in  connection  therewith  other  than  capital   expenditures,
obligations  or  liabilities  that  (a) are  listed  on the  Company  Disclosure
Schedule or (b)  individually  do not exceed $25,000 and in the aggregate do not
exceed  $100,000;  (iv) acquire or agree to acquire by merging or  consolidating
with, or acquire or agree to acquire by purchasing a substantial  portion of the
assets of, or in any other manner, any business or Person; (v) otherwise, except
as to the  acquisition of materials and supplies for its products,  services and
activities  in  the  ordinary  course  of  business  and  consistent  with  past
practices,  acquire or agree to acquire any assets for a total  consideration in
the aggregate in excess of $25,000;  (vi) make any investment in any Person;  or
(vii) enter into any license,  technology  development  or  technology  transfer
agreement with any other Person in excess of $25,000;

     (j) the  Companies  will not (i)  change  their  methods of  accounting  as
currently  in  effect  except as  required  by  changes  in  generally  accepted
accounting  principles;  (ii) change any of its methods of accounting for income
and deductions for income tax purposes from those employed in the preparation of
the income tax returns of the Companies for the period ending December 31, 2002;
(iii)  change  their fiscal  year;  (iv) change any tax  election;  (v) file any
amended Tax Return;  (vi) enter into any closing agreement  relating to any Tax;
(vii) settle any Tax claim or assessment or (viii)  surrender any right to claim
a material Tax refund or to any  extension or waiver of the  limitations  period
applicable to any material Tax claim or assessment.

     (k) the  Companies  will not  settle or  compromise,  or agree to settle or
compromise  any suit or other  litigation  matter or  matter  in an  arbitration
proceeding  for any material  amount  (after  taking into account any  insurance
proceeds to which the  Companies are entitled) or otherwise on terms which would
have a Material Adverse Effect on the Companies; and

(l) the Companies will not agree or commit to do any of the foregoing.

     Section 6.02. Access to Records and Personnel. At all reasonable times from
and after the date hereof until the Closing, the Companies shall afford Acquirer
and its accountants,  counsel,  financial advisor and other representatives full
and complete access to the  properties,  employees and officers of PPRX and PRXA
and to all books,  accounts,  financial and other records and contracts of every
kind of PPRX and PRXA.

     Section  6.03.  No Other  Offers.  The  Companies  shall not, nor shall the
Companies authorize or permit any officer, director, employee or Shareholder of,
any investment banker, attorney, accountant or other representative retained by,
the  Companies or the  Shareholders  to, (i)  entertain,  encourage,  solicit or
initiate any  inquiries or the making of any proposal  that  constitute,  or may
reasonably be expected to lead to any  "takeover  proposal"  (defined  below) or
(ii) engage or participate in any discussions or negotiations,  or provide third
parties with any information,  relating to any such inquiry or proposal or (iii)
agree to, enter into, accept,  approve or recommend any takeover  proposal.  The
Companies  shall promptly advise Acquirer of any such inquiries or proposals and
shall provide Acquirer with the terms of such proposal.  As used in this Section
6.03, "takeover proposal" shall mean any proposal outside of the ordinary course
of the  Companies'  business,  for (i) a merger  or other  business  combination
involving,  directly or indirectly,  PPRX or PRXA or (ii) the acquisition of any
equity interest in PPRX or PRXA, or a substantial  portion of the assets of PPRX
or PRXA other than the  transactions  contemplated  hereby or (iii) any  similar
transaction which is intended by the Shareholders to prohibit, restrict or delay
consummation of the  Acquisition or to materially  reduce the remaining value of
the Companies.

     Section  6.04.  Maintenance  of  Business.  The  Companies  will use  their
commercially  best efforts to carry on,  preserve and maintain their  respective
businesses,  preserve and retain their employees,  properties and goodwill, keep
available  the  services  of their  officers  and  employees  and  preserve  its
relationships with those of their customers, suppliers, licensors, licensees and
others  having  business  relationships  with  them that are  material  to their
business  in  substantially  the same  manner  as if they had  prior to the date
hereof.  If either of the Companies become aware of a material  deterioration or
facts which are likely to result in a material deterioration in the relationship
with any  material  customer,  supplier,  licensor,  licensee  or others  having
business  relationships  with the  Companies,  they  will  promptly  bring  such
information to the attention of Acquirer in writing.

     Section 6.05.  Compliance with Obligations.  Prior to the Closing Date, the
Companies will comply in all material respects with (a) all applicable  federal,
state,  local and foreign laws,  rules and  regulations,  (b) all agreements and
obligations,  including their respective Articles of Incorporation, by which the
Companies,  their  properties or their assets may be bound, and (c) all decrees,
orders,  writs,   injunctions,   judgments,   statutes,  rules  and  regulations
applicable to the Companies, their properties or their assets.

     Section  6.06  SARSEP.  Prior to the  Closing  Date,  the  Companies  shall
terminate the the PPRX SARSEP (the  "SARSEP")  and each of the  Companies  shall
fully satisfy all of its obligations (including any funding obligations) arising
under, or in connection with the SARSEP.

                                  ARTICLE VII

                              COVENANTS OF ACQUIRER

     Section 7.01.  Commission  Filings.  Acquirer shall timely file all reports
required to be filed by it with the Commission required under the Securities Act
or Exchange Act between the date hereof and the Closing.

     Section 7.02.  Maintenance of Business.  Acquirer will use its commercially
reasonable efforts to carry on, preserve and maintain its business, preserve and
retain its employees,  properties  and goodwill,  keep available the services of
its officers and  employees  and  preserve its  relationships  with those of its
customers,   suppliers,   licensors,   licensees  and  others  having   business
relationships  with it that are  material to its business in  substantially  the
same manner as it has prior to the date hereof.

     Section  7.03.  Compliance  with  Obligations.  Prior to the Closing  Date,
Acquirer will comply in all material  respects with (i) all applicable  Federal,
state,  local  and  foreign  laws,  rules  and  regulations,  (ii) all  material
agreements  and  obligations,  including its  Certificate of  Incorporation  and
Bylaws,  by which it, its  properties or its assets may be bound,  and (iii) all
decrees, orders, writs, injunctions,  judgments, statutes, rules and regulations
applicable to it, its properties or its assets.

     Section 7.04.  Consents.  Acquirer  shall  promptly  apply for or otherwise
seek,  and use its  commercially  reasonable  efforts to obtain all consents and
approvals required to be obtained by it for the consummation of the Acquisition.
Acquirer's  principal lender,  Health Care Finance Group, Inc., has consented to
the Acquisition.

Section 7.05.  Maintenance of Companies Indemnification Obligations.

     (a) Subject to and following the Closing, the Companies shall, and Acquirer
shall cause the  Companies  to,  indemnify  and hold  harmless  the  Indemnified
Employees (as defined below) to the extent provided in the respective  Bylaws or
Articles of  Incorporation  of PPRX or PRXA, in each case as in effect as of the
date of this Agreement without amendment,  for fifteen months after the Closing;
provided,  however,  that all rights to  indemnification in respect of any claim
asserted or made within such period shall continue  until the final  disposition
of such claim. For purposes of this Section 7.05,  "Indemnified Employees" shall
mean the individuals who were officers,  directors and employees of PPRX or PRXA
on or prior to the Closing.

     (b) The  provisions  of this Section 7.05 shall be in addition to any other
rights available to the Indemnified  Employees,  shall survive the Closing,  and
are expressly intended for the benefit of the Indemnified Employees.

     Section 7.06 Acquirer  401(k) Plan.  To the extent  permitted by applicable
law Acquirer  shall  recognize  service with the Companies  prior to the Closing
Date for vesting  purposes under  Acquirer's  401(k) Plan and the Acquirer shall
amend  its  401(k)  Plan  as and to the  extent  necessary  to  provide  for the
recognition of such service with the Companies.

     Section 7.07  Integration.  The parties recognize that the Earn Out portion
of the  consideration to be paid by Acquirer will depend in part upon the timing
of a  contemplated  integration  of operations of the  Companies,  but that such
integration will require some time to complete.  Acquirer shall use commercially
reasonable  efforts  to  complete  the  following  steps  with  regard  to  such
integration: (i) the leasing and fit-up of new office space for the Companies in
the Greater  Portland,  Maine area and the moving of the  Companies'  operations
into  such  space is to  occur  as soon as  possible;  (ii)  integration  of the
purchasing  functions  of the  Companies  and  Acquirers  shall occur as soon as
possible with a view toward maximizing pricing and availability to the Companies
and Acquirer;  (iii) subject to any  limitations on the Companies'  capacity for
filling  orders (such as space  limitations  prior to their move into new office
space),  referrals of business to the Companies from within the customer base of
Acquirer  and its  affiliates  shall  occur  as soon as  possible;  and (iv) the
assumption by Acquirer of general  administrative  functions customarily handled
by Acquirer (payroll, accounting,  purchasing, and so forth) and the integration
of the Companies  into  Acquirer's  computer  network and  accounting and claims
adjudication systems shall occur not later than 270 days from the Closing Date.



                                  ARTICLE VIII

                     COVENANTS OF THE COMPANIES AND ACQUIRER

     Section 8.01. Advice of Changes.  Each party will promptly advise the other
such party in writing of:


     (a) any notice or other  communication  from any Person  alleging  that the
consent of such Person is or may be required in connection with the Acquisition;

     (b) any  notice  or other  communication  from any  Governmental  Entity or
Regulatory Authority in connection with the Acquisition;

     (c) any actions, suits, claims, investigation or other judicial proceedings
commenced  or  threatened  against  it  which,  if  pending  on the date of this
Agreement,  would have been  required  to have been  disclosed  pursuant to this
Agreement or which relate to the consummation of the Acquisition;

     (d) any event known to its executive officers  occurring  subsequent to the
date of this Agreement that would render any  representation or warranty of such
party contained in this Agreement, if made on or as of the date of such event or
the Closing Date,  untrue,  inaccurate  or  misleading  in any material  respect
(other  than an  event  so  affecting  a  representation  or  warranty  which is
expressly limited to a state of facts existing at a time prior to the occurrence
of such event);

     (e) any Material Adverse Change in the business condition of the party; and

     (f) from time to time prior to the Closing,  PPRX,  PRXA and Acquirer  will
promptly supplement or amend its respective  Disclosure Schedule with respect to
any matter hereafter arising which, if existing or occurring at the date of this
Agreement,  would  have  been  required  to be set  forth or  described  in such
Disclosure  Schedule hereto. No supplement or amendment of a Disclosure Schedule
made  pursuant to this Section  shall be deemed to cure any breach of, affect or
otherwise  diminish any representation or warranty made in this Agreement if the
other party hereto makes a written  objection  to such  supplement  or amendment
within two  Business  Days after  receipt  thereof  (and in any event,  prior to
Closing).

     Section 8.02. Regulatory Approvals.  Prior to the Closing, each party shall
execute and file,  or join in the execution  and filing of, any  application  or
other  document  that may be  necessary  in order to obtain  the  authorization,
approval or consent of any Governmental Entity or Regulatory Authority which may
be  reasonably  required,  or that the other party may  reasonably  request,  in
connection with the  consummation of the  Acquisition.  Each party shall use its
best efforts to obtain all such authorizations, approvals and consents.

     Section 8.03.  Actions  Contrary to Stated Intent.  No party shall take any
action that would,  or  reasonably  might be expected  to,  result in any of its
representations  and warranties set forth herein being or becoming untrue in any
material  respect,  or in any of the conditions to the  Acquisition set forth in
Article IX hereof not being satisfied.

     Section 8.04.  Certain Filings.  The Companies and Acquirer shall cooperate
with one another:


     (a) in determining  whether any action by or in respect of, or filing with,
any  Governmental  Entity or Regulatory  Authority is required,  or any actions,
consents,  approvals or waivers are required to be obtained  from parties to any
material  contracts,  in connection with the  consummation  of the  transactions
contemplated by this Agreement; and

     (b) in seeking any such actions,  consents,  approvals or waivers or making
any such filings,  furnishing  information  required in connection therewith and
seeking timely to obtain any such actions, consents, approvals or waivers.

     Section 8.05. Public  Disclosure.  Acquirer and the Companies shall consult
with each other before issuing any press release or otherwise  making any public
statement with respect to the  Acquisition or this Agreement and shall not issue
any  such  press  release  or make  any  such  public  statement  prior  to such
consultation, except as, in the reasonable judgment of the Board of Directors of
either  Acquirer,  PPRX or PRXA, may be required by law or applicable  rules and
regulations;  provided, however, that the party making such determination,  will
use reasonable  efforts to allow the other parties reasonable time to comment on
such  release or  announcement  in advance of its  issuance.  Acquirer  shall be
permitted to file this Agreement with the Commission.

     Section  8.06.  Satisfaction  of  Conditions  Precedent.  The Companies and
Acquirer will use their  commercially  reasonable efforts to satisfy or cause to
be satisfied  all the  conditions  precedent  that are set forth in Article VIII
hereof,   as  applicable  to  each  of  them,  and  to  cause  the  transactions
contemplated  by this Agreement to be consummated by July 31, 2003 and,  without
limiting  the  generality  of  the   foregoing,   to  obtain  all  consents  and
authorizations  of third  parties  and to make all  filings  with,  and give all
notices to, third  parties that may be necessary or  reasonably  required on its
part in order to effect the transactions  contemplated hereby. The Companies and
Acquirer  agree to  negotiate  in good  faith  with  respect  to any  additional
agreement  reasonably  requested by another  party hereto which such  requesting
party  determines  in  good  faith  is  necessary  to  effect  the  transactions
contemplated hereby.

     Section 8.07.  Payment  Obligations to Wayne Sheats. In connection with the
Employment  Agreement  dated  June 30,  2002  between  A.  Wayne  Sheats and the
Companies,  referenced on Disclosure  Schedule 3.10, the Acquirer is electing to
cause the  Companies to extend the term of the  Employment  Agreement for twelve
months from the Closing Date.  Acquirer agrees to pay, or cause the Companies to
pay,  pursuant  to the terms  and  conditions  of the  Employment  Agreement,  a
retention  bonus  to Mr.  Sheats  in  the  amount  of  twenty  thousand  dollars
($20,000),  as set  forth  on  Exhibit  B,  paragraph  2,  romanette  (i) of the
Employment Agreement.  The Shareholders agree that any other retention bonus due
or to become due to Mr. Sheats  pursuant to the  Employment  Agreement  shall be
paid by Shareholders. At the request of the Shareholders,  Acquirer will pay any
such retention bonus owed to Mr. Sheats by the  Shareholders out of any Earn Out
earned  pursuant to Schedule  2.05; if Earn Out payments are made in the form of
stock,  then at the request of the  Shareholders  an appropriate  portion of the
shares  shall  be  issued  in the name of Mr.  Sheats,  as  contemplated  by his
Employment Agreement.



                                   ARTICLE IX

                              CONDITIONS OF CLOSING

     Section 9.01.  Conditions to All Parties'  Obligations.  The obligations of
all the parties to this Agreement to effect the Acquisition  shall be subject to
the fulfillment or satisfaction,  at or prior to the execution of this Agreement
of the following conditions or the mutual waiver by the parties:

     (a)  Illegality  or  Legal  Constraint.  No  temporary  restraining  order,
preliminary  or permanent  injunction or other order or restraint  issued by any
court of competent  jurisdiction,  no statute, rule, regulation,  order, decree,
restraint  or  pronouncement  by any  Governmental  Entity,  and no other  legal
restraint or  prohibition  which would  prevent or have the effect of preventing
the  consummation of the Acquisition  shall have been issued or adopted or be in
effect.

     (b)  Governmental  Authorizations.  All  permits,  approvals,  filings  and
consents  required or advisable to be obtained or made prior to the consummation
of the Acquisition under applicable federal laws or applicable laws of any state
or municipality or foreign country having  jurisdiction over the Acquisition and
the other transactions  contemplated herein shall have been obtained or made, as
the case may be, on terms and  conditions  satisfactory  to the  Companies,  the
Shareholders  and Acquirer,  acting  reasonably,  (all such permits,  approvals,
filings and consents and the lapse of all such waiting periods being referred to
as the "Requisite  Regulatory  Approvals"),  and all such  Requisite  Regulatory
Approvals shall be in full force and effect.

     Section  9.02.  Conditions  to the  Obligations  of  Acquirer to Effect the
Acquisition.  The  obligations  of Acquirer  under this  Agreement to effect the
Acquisition are subject to the fulfillment or  satisfaction,  at or prior to the
execution of this  Agreement,  of the  following  conditions,  unless  waived by
Acquirer in its sole discretion:

     (a) Accuracy of Representations and Warranties. Each of the representations
and warranties of the Companies and the  Shareholders  set forth in Articles III
and IV hereof that is expressly qualified by a reference to materiality shall be
true  and  correct  in  all   respects  as  so   qualified,   and  each  of  the
representations  and warranties of the Companies and the  Shareholders set forth
in Articles III and IV hereof that is not so qualified shall be true and correct
in all  material  respects,  each as of the date  when made and at and as of the
Closing,  except for such changes as are permitted by this  Agreement and except
to the extent a representation or warranty speaks only as of an earlier date.

     (b) Covenants and Agreements. The Companies and the Shareholders shall have
duly performed and complied with the covenants and  agreements  required by this
Agreement to be  performed by or complied  with by it, him or her prior to or at
the Closing.  None of the events or conditions  entitling  Acquirer to terminate
this Agreement under Article X hereof shall have occurred or by continuing.

     (c) Consents.  Any consent required for the consummation of the Acquisition
under any material Contract or License or for the continued enjoyment by PPRX or
PRXA of the benefits of any such contract or license after the Acquisition shall
have been obtained.

     (d) Opinion of Counsel. Acquirer shall have received the opinion of Verrill
&  Dana,  LLP,  counsel  to  the  Companies,  dated  as  of  the  Closing  Date,
substantially in the form of Exhibit 9.02(d) hereto.

     (e)  Certificate  of  PPRX  and  PRXA.   Acquirer  shall  have  received  a
certificate  from each of PPRX and PRXA,  executed on behalf of PPRX and PRXA by
its respective President,  satisfactory in form and substance to Acquirer, as to
compliance  with the matters set forth in  paragraphs  (a),  (b) and (c) of this
Section 9.02.

     (f) Certificate of Shareholders. Acquirer shall have received a certificate
executed by each Shareholder as to their compliance with the matter set forth in
paragraphs (a) and (b) of this Section 9.02.

     (g) No Adverse Decision. There shall not be any action taken or threatened,
or any statute,  rule,  regulation or order  enacted,  entered,  threatened,  or
deemed  applicable to the transactions  contemplated  hereby,  by any foreign or
United States Federal or state  government or Governmental  Entity or Regulatory
Authority  or court that,  whether in  connection  with the grant of a Requisite
Regulatory  Approval,  any  agreement  proposed by any foreign or United  States
Federal or state government or Governmental Entity or Regulatory  Authority,  or
otherwise,  which (i)  requires or could  reasonably  be expected to require any
divestiture  of a  portion  of its  business  that  Acquirer  in its  reasonable
judgment  believes will have a Material  Adverse Effect on the Companies or (ii)
imposes any condition upon the Companies that in Acquirer's  reasonable judgment
(x) would be  materially  burdensome  to the  Companies or (y) would  materially
increase the costs  incurred or that will be incurred by Acquirer as a result of
consummating  the Acquisition and the other  transactions  contemplated  hereby.
There  shall  be  no  action,  suit,  investigation  or  proceeding  pending  or
threatened  by or before any  Governmental  Entity  which (i) seeks to restrain,
enjoin,   prevent  the  consummation  of  or  otherwise  materially  affect  the
transactions  contemplated  by this  Agreement or (ii) questions the validity or
legality of any such transactions or seeks to recover damages or to obtain other
relief in connection with any such transactions.

     (h)  Litigation.  There shall not have been any litigation or claim pending
or  threatened  against  either  PPRX or  PRXA as of  Closing  Date  that  could
reasonably be expected to have a Material Adverse Effect on either PPRX or PRXA.

     (i) Proceedings;  Receipt of Documents. All corporate and other proceedings
taken or required to be taken in connection with the  transactions  contemplated
hereby and all documents  incident  thereto shall be reasonably  satisfactory in
form and  substance  to  Acquirer  and  Acquirer's  counsel,  and  Acquirer  and
Acquirer's counsel shall have received all such information and such counterpart
originals  or  certified  or other  copies of such  documents as Acquirer or its
counsel  may  reasonably  request.  Acquirer  shall  have  received  such  other
instruments,  approvals and other documents as it may reasonably request to make
effective the transactions contemplated hereby.

     (j) Adverse Change.  From the date hereof through and including the Closing
Date,  neither PPRX nor PRXA shall have suffered any Material  Adverse Change in
its respective business,  financial condition,  properties or prospects (whether
or not described in any supplement to a schedule hereto).

     (k)  Shareholder   Representation  Letters.  Each  Shareholder  shall  have
executed  and  delivered  to  Acquirer a letter in the form of  Exhibit  9.02(j)
relating to such Shareholder's status as an "accredited  investor" as defined in
Rule 501(a) of Regulation D under the Securities Act.

     (l)  Supporting  Documents.  Acquirer and its counsel  shall have  received
copies of the following documents:

     (i) (A) the Articles of Incorporation of PPRX certified as of a recent date
by the  Secretary  of State of the  State of  Maine  (B) a  certificate  of said
Secretary dated as of a recent date as to the due  incorporation of PPRX and (C)
a certificate  from the Secretary of State of each state or jurisdiction  listed
on the Company Disclosure Schedule,  as to PPRX's  qualification,  good standing
(if applicable) and payment of taxes in each such state;

     (ii) a  certificate  of the  Secretary or an Assistant  Secretary (or other
officer or director  executing such  certificate) of each of PPRX and PRXA dated
the Closing Date and certifying (A) that attached thereto is a true and complete
copy  of  the  Bylaws  of  such  company  as in  effect  on  the  date  of  such
certification;  (B) that  attached  thereto is a true and  complete  copy of all
resolutions  adopted  by the Board of  Directors  and the  shareholders  of such
company  authorizing  the execution,  delivery and performance of this Agreement
and the other agreements  contemplated  hereby to which such company is a party,
and the  consummation  of the  Agreement and the other  agreements  contemplated
hereby to which such company is a party,  and that all such  resolutions  are in
full force and effect and are all the resolutions adopted in connection with the
transactions  contemplated  hereby;  and  (C) to  the  incumbency  and  specimen
signature of each officer or director of such company  executing  this Agreement
and any certificate or instrument furnished pursuant hereto, and a certification
by  another  officer  or  director  of such  company  as to the  incumbency  and
signature of the officer or director signing the certificate referred to in this
clause (ii); and

     (iii) such additional  similar  supporting  documents and other information
with respect to the  operations  and affairs of PPRX and PRXA as Acquirer or its
counsel may reasonably request.

     (m) Employment Agreements.  Each of the Shareholders shall have executed an
Employment  Agreement  with  Acquirer,  substantially  in the  form  of  Exhibit
9.02(m).

     (n) SARSEP. The Companies have furnished to Acquirer satisfactory evidence,
in the form of certified board  resolutions,  that (i) each of the Companies has
satified all of its obligations arising under the SARSEP and (ii) the SARSEP has
been terminated

     Section  9.03.   Conditions  to  the   Obligations  of  the  Companies  and
Shareholders to Effect the Acquisition. The obligations of the Companies and the
Shareholders  under this Agreement to effect the  Acquisition are subject to the
fulfillment or  satisfaction,  at or prior to the execution of this Agreement of
the following conditions, unless waived by the Companies and the Shareholders in
their sole discretion:

     (a) Accuracy of Representations  and Warranties.  The  representations  and
warranties  of  Acquirer  set  forth  in  Article  V hereof  that are  expressly
qualified  by a  reference  to  materiality  shall  be true and  correct  in all
respects as so  qualified,  and each of the  representations  and  warranties of
Acquirer  set forth in Article V hereof that is not so  qualified  shall be true
and  correct  in all  material  respects  as of the date when made and as of the
Closing (except to the extent a representation  or warranty speaks only as of an
earlier date and except for changes contemplated by this Agreement).

     (b)  Covenants  and  Agreements.  Acquirer  shall  have  complied  with the
covenants and agreements  required by this Agreement to be performed or complied
with  by it  prior  to or at the  Closing.  None  of the  events  or  conditions
entitling the Companies to terminate the Agreement  under Article X hereof shall
have occurred and be continuing.

     (c)  Certificates  of  Acquirer.   The  Companies  shall  have  received  a
certificate  of Acquirer,  satisfactory  in form and substance to the Companies,
executed  on  behalf  of  Acquirer  by the  Chief  Executive  Officer  and Chief
Financial  Officer of Acquirer,  as to compliance  with the matters set forth in
paragraphs (a) and (b) of this Section 9.03.

     (d) Proceedings;  Receipt of Documents. All corporate and other proceedings
taken or required to be taken in connection with the  transactions  contemplated
hereby and all documents  incident  thereto shall be reasonably  satisfactory in
form and  substance to the  Companies  and the  Shareholders  and counsel to the
Companies and the Shareholders,  and the Companies, the Shareholders and counsel
to the Companies and the  Shareholders  shall have received all such information
and such counterpart originals or certified or other copies of such documents as
the Companies,  the  Shareholders or their counsel may reasonably  request.  The
Companies  and the  Shareholders  shall have  received  such other  instruments,
approvals and other documents as it may reasonably request to make effective the
transactions contemplated hereby.

     (e)  Supporting  Documents.  The  Companies  and their  counsel  shall have
received copies of the following documents:

     (i) (A) the  Certificate  of  Incorporation  of Acquirer  certified as of a
recent  date by the  Secretary  of State  of the  State  of  Delaware  and (B) a
certificate of said Secretary  dated as of a recent date as to the corporate and
tax good standing of Acquirer;

     (ii)  certificates  of the  Secretary or an Assistant  Secretary  (or other
officer or director  executing such  certificate)  of Acquirer dated the Closing
Date and certifying (A) that attached thereto is a true and complete copy of the
Bylaws of such company as in effect on the date of such certification;  (B) that
attached  thereto is a true and complete copy of all resolutions  adopted by the
Board of Directors and the shareholders (if any) of such company authorizing the
execution,  delivery and performance of this Agreement and the other  agreements
contemplated  hereby to which such company is a party,  and the  consummation of
the Agreement and the other agreements contemplated hereby to which such company
is a party,  and that all such  resolutions are in full force and effect and are
all the  resolutions  adopted in connection with the  transactions  contemplated
hereby;  and (C) to the  incumbency  and  specimen  signature of each officer or
director  of Acquirer  and any  certificate  or  instrument  furnished  pursuant
hereto, and a certification by another officer or director of such company as to
the incumbency and signature of the officer or director  signing the certificate
referred to in this clause (ii); and

     (iii) such additional  similar  supporting  documents and other information
with respect to the operations and affairs of Acquirer as the Companies or their
counsel may reasonably request.

     (f) Adverse Change. From the date hereof through the Closing Date, Acquirer
shall not have suffered any Material  Adverse Change in its business,  financial
condition,  assets,  properties  or prospects  (whether or not  described in any
supplement hereto).

     (g)  Employment  Agreements.  Acquirer  shall have  executed an  Employment
Agreement with each of the  Shareholders,  substantially  in the form of Exhibit
9.02(m).

     (h)  Registration  Rights  Agreement.  Acquirer  shall  have  executed  and
delivered  the  Registration  Rights  Agreement  in the form of Exhibit  9.03(h)
hereto.

                                   ARTICLE X

                       TERMINATION, AMENDMENTS AND WAIVERS

     Section  10.01.  Termination.  This Agreement may be terminated at any time
prior to the Closing:


     (a) by the  mutual  consent of the Boards of  Directors  of PPRX,  PRXA and
Acquirer;

     (b) by Acquirer, PPRX or PRXA, if the Closing shall not have occurred on or
before the close of business on August 15, 2003  provided  that the  terminating
party is not at fault for the delay;

     (c) by either Acquirer,  PPRX or PRXA if a court of competent  jurisdiction
or other  Governmental  Entity shall have issued a  non-appealable  final order,
decree or ruling or taken any other  action,  in each case  having the effect of
permanently  restraining,  enjoining or other wise  prohibiting the Acquisition,
except if the party relying on such order,  decree or ruling or other action has
not complied with its obligations under this Agreement.

     (d) by Acquirer,  if it is not in material breach of its obligations  under
this  Agreement,  and if (i)  there has been a breach  by the  Companies  or the
Shareholders of any of their respective representations and warranties hereunder
such that Section  9.02(a) will not be satisfied,  (ii) there has been a willful
breach  on  the  part  of the  Companies  or the  Shareholders  of any of  their
respective  covenants or agreements  contained in this  Agreement  such that the
first sentence of Section  9.02(b) will not be satisfied,  and, in both case (i)
and case (ii),  such breach has not been cured  within ten days after  notice to
the Companies or the Shareholders;

     (e) by PPRX, PRXA and the Shareholders  (acting by a majority in interest),
if they are not in material  breach of their  obligations  under this Agreement,
and if (i) there has been a breach by Acquirer of any of its representations and
warranties  hereunder  such that  Section  9.03(a) will not be satisfied or (ii)
there  has  been  the  willful  breach  on the  part of  Acquirer  of any of its
covenants or agreements contained in this Agreement such that the first sentence
of Section  9.03(b) will not be satisfied,  and, in both case (i) and (ii), such
breach has not been cured within ten days after notice to Acquirer;

     (f) by Acquirer or the  Companies,  if,  after the date of this  Agreement,
there shall have occurred a Material  Adverse Change in the business,  financial
condition,  assets,  properties  or  prospects  of the  Companies  or  Acquirer,
respectively.

     Section 10.02.  Effect of Termination.  In the event of termination of this
Agreement by PPRX, PRXA and the  Shareholders or Acquirer as provided in Section
10.01 hereof, this Agreement shall, except as provided herein,  forthwith become
void and there shall not be any  liability  or  obligation  with  respect to the
terminated  provisions  of this  Agreement on the part of the parties  hereto or
their  respective  officers  or  directors,   except  and  to  the  extent  such
termination  results  from  the  willful  breach  by  a  party  of  any  of  its
representations, warranties or agreements hereunder.

                                   ARTICLE XI

                                 INDEMNIFICATION

Section 11.01. Indemnification by the Shareholders.

     (a) Indemnification. Subject to the provisions of Section 11.03 hereof, the
Shareholders shall, jointly and severally,  indemnify,  defend and hold harmless
Acquirer and its  officers,  directors,  employees,  agents and  representatives
(each an  "Acquirer  Indemnified  Party") from and against and in respect of any
and all losses, damages, expenses, liabilities, claims, settlements, assessments
and judgments (including reasonable costs and attorney's fees and other expenses
arising out of any claim, or the defense,  settlement or investigation  thereof,
made with respect to any of the foregoing) (collectively,  "Losses") incurred or
suffered by an Acquirer  Indemnified Party, arising out of or resulting from any
material inaccuracy,  misrepresentation or breach of representation and warranty
contained in Article III of this  Agreement or material  non-fulfillment  of any
covenant  or  agreement  of PPRX  or PRXA  contained  in this  Agreement  or any
certificate or instrument furnished pursuant hereto.

     (b) Several  Indemnification.  Subject to the  provisions  of Section 11.03
hereof,  each Shareholder shall severally but not jointly indemnify,  defend and
hold harmless each Acquirer Indemnified Party from and against and in respect of
any  and  all  losses,  damages,  expenses,  liabilities,  claims,  settlements,
assessments and judgments  (including  reasonable  costs and attorney's fees and
other  expenses  arising  out  of  any  claim,  or the  defense,  settlement  or
investigation  thereof,  made with respect to any of the foregoing)  incurred or
suffered by Acquirer,  arising out of or resulting from any material inaccuracy,
misrepresentation  or  breach of such  Shareholder  of his  representations  and
warranties   contained   in  Article   IV  of  this   Agreement,   or   material
non-fulfillment  of  any  of  his  respective  covenants  or  agreements  or any
certificate or instrument furnished pursuant hereto.

     Section 11.02.  Indemnification  by Acquirer.  Subject to the provisions of
Section 11.03 hereof,  Acquirer shall  indemnify,  defend and hold harmless PPRX
and  PRXA,  their  respective  officers,   directors,   employees,   agents  and
representatives  and  each  of the  Shareholders  (each a  "Company  Indemnified
Party")  from  and  against  and in  respect  of any  and all  losses,  damages,
expenses, liabilities, claims, settlements, assessments and judgments (including
the reasonable  costs and attorney's fees and other expenses  arising out of any
claim, or the defense, settlement or investigation thereof, made with respect to
any of the  foregoing)  incurred or suffered by any Company  Indemnified  Party,
arising out of or resulting from any material  inaccuracy,  misrepresentation or
breach by Acquirer of the  representations or warranties  contained in Article V
of this Agreement or material  non-fulfillment of any covenants or agreements of
Acquirer contained in this Agreement or any certificate or instrument  furnished
pursuant hereto.

Section 11.03. Limitations.

     (a) An Indemnifying  Party (as defined in Section 11.05 below) shall not be
entitled  to make any claim  for  indemnification  under  this  Article  XI with
respect to the inaccuracy, misrepresentation or breach of any representation and
warranty contained in this Agreement after the date on which such representation
or warranty ceases to survive pursuant to Section 11.06 hereof.

     (b)   Notwithstanding   anything  to  the  contrary  contained  herein,  no
Indemnified  Party (as  defined in Section  11.04  below)  shall be  entitled to
indemnification  from an Indemnifying  Party (as defined in Section 11.04 below)
with   respect   to  the   inaccuracy,   misrepresentation   or  breach  or  any
representation   and  warranty  until  the  aggregate  losses  suffered  by  the
Indemnified Parties and for which  indemnification is available hereunder exceed
$100,000 in the aggregate,  whereupon the Indemnified  Parties shall be entitled
to claim  indemnification  for all losses suffered in excess of $100,000 by such
Indemnified  Parties  and for  which  indemnification  is  available  hereunder;
provided,  however that this $100,000  threshold  shall not be  applicable  with
respect to the representations and warranties  contained in Sections 3.03, 3.21,
4.01, and 5.10.

     (c) Except as set forth below, the total  indemnification  liability of all
Shareholders  shall not exceed, in the aggregate the lesser of (i) $4,000,000 or
(ii) 60% of the  aggregate  Purchase  Price  and Earn Out  actually  paid to the
Shareholders.  The total  indemnification  liability of the  Acquirer  shall not
exceed $3,000,000.  No limitation provided in this Section 11.03, however, shall
be  applicable  with  respect  to any claim for  fraud,  willful  misconduct  or
intentional misrepresentation.

     Section  11.04.  Notice and Defense of Claims.  Each  Acquirer  Indemnified
Party and PPRX Indemnified Party (the "Indemnified  Party") shall give notice to
the party or parties  required  to provide  indemnification  (the  "Indemnifying
Party") promptly after such Indemnified  Party has actual knowledge of any claim
as to which  indemnity  may be sought,  and, in the event of any claim or demand
asserted by a third party;  but the failure of any  Indemnified  Party to timely
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligations  under this Agreement unless such failure to give notice  materially
adversely  affected the ability of the Indemnifying  Party to defend such claim.
Upon receipt of any such notice,  the Indemnifying Party may elect to defend the
Indemnified  Party against such claim,  suit,  action or proceeding,  at its own
expense,  through counsel of its own choice that is reasonably acceptable to the
Indemnified  Party,  and from and  after  such  election  and for so long as the
Indemnifying  Party is diligently  prosecuting  such defense,  the  Indemnifying
Party shall not be responsible for any legal fees or expenses of the Indemnified
Party. Failing such election or reasonably diligent prosecution, the Indemnified
Party shall have the right to (but shall not be obligated to) pay, compromise or
defend the same.  In any  claim,  suit,  action or  proceeding  defended  by the
Indemnifying  Party, the Indemnified Party may participate,  at its expense,  in
the  defense  of the same.  The  Indemnifying  Party in the  defense of any such
claim,  suit,  action or  proceeding  shall not,  except with the consent of the
Indemnified  Party,  consent  to the  entry of any  judgment  or entry  into any
settlement  which (i) does not  include as an  unconditional  term  thereof  the
giving by the claimant or plaintiff to the  Indemnified  Party of a release from
all  liability  in respect to such claim,  suit,  action or  proceeding  or (ii)
requires the  performance of any act (other than the payment of moneys for which
such  Indemnified  Party is held  harmless  hereunder)  or the  agreement not to
perform any act by the Indemnified Party. The Indemnified Party shall not settle
or  compromise  any  such  claim  without  the  prior  written  consent  of  the
Indemnifying  Party,  which  consent  shall not be  unreasonably  withheld.  The
Indemnified  Party shall furnish such information  regarding itself or the claim
in question as the Indemnifying  Party may reasonably  request in writing and as
shall be  reasonably  required in connection  with defense of such claim,  suit,
action or proceeding resulting therefrom.

     Section  11.05.   Exclusive  Remedy.  In  the  absence  of  fraud,  willful
misconduct  or  intentional  misrepresentation  (for  which  liability  shall be
governed by applicable law), the  indemnification  provisions of this Article XI
will be the sole and  exclusive  remedy of  Acquirer  and the other  Indemnified
Parties  after the  Closing  Date for any damages  suffered  by the  Indemnified
Parties  in  connection  with  this  transaction.  Provided,  however,  that the
Employment Agreements, Stock Option Agreements,  Registration Rights Agreement ,
delivered in connection with this  transaction  shall govern the availability of
remedies for breaches thereof.

     Section  11.06.  Survival of  Representations  and  Warranties.  All of the
representations,  warranties  and agreements  contained in this Agreement  shall
survive  the  Closing  and shall  remain  in full  force  and  effect  until the
expiration  of fifteen  months from the Closing  Date,  and  thereafter,  to the
extent a claim is made prior to such  expiration  with  respect to any breach of
such  representation,  warranty  or  agreement,  until  such  claim  is  finally
determined or settled.  Notwithstanding  the foregoing,  the representations and
warranties  contained in Sections 3.01,  3.03,  3.04,  3.11, 3.15 and 3.17 shall
remain in full force and effect until the expiration of the  applicable  statute
of limitations.

     Section 11.07. Reimbursement.  Subject to Section 11.02 hereof, at the time
that the  Indemnified  Party  shall  suffer a loss  because  of a breach  of any
warranty,  representation  or covenant by the Indemnifying  Party or at the time
the amount of any  liability  on the part of the  Indemnifying  Party under this
Agreement is determined  (which in the case of payment to third persons shall be
the earlier of (i) the date of such payment, provided that the Indemnified Party
has  fully  complied  with  Section  11.03,  or (ii)  the  date  that a court of
competent  jurisdiction  shall enter a final  judgment,  order or decree  (after
exhaustion or expiration of appeal rights)  establishing  such liability)  (such
loss or amount being  hereinafter  referred to as the  "Indemnity  Claim"),  the
Indemnifying Party shall forthwith,  upon notice from the Indemnified Party, pay
to the  Indemnified  Party the amount of the Indemnity  Claim,  in cash. (In the
case where the Indemnified  Party is the Acquirer and has given due notice of an
Indemnity  Claim and subject to the limits  stated in  Sections  11.03 and 11.06
hereof,  the Acquirer  may, in its sole  discretion,  withhold  from any amounts
payable  pursuant  to the  Earn  Out a sum  equal to  amount  by  which  (i) the
Acquirer's good faith determination of the liability incurred with regard to the
particular   Indemnity   Claim  exceeds  (ii)  the   Shareholders'   good  faith
determination of liability  incurred with regard to any pending  Indemnity Claim
by them against the  Acquirer.  Amounts  withheld from the Earn Out shall accrue
interest at 8% per annum until the date ultimately  remitted to the Shareholders
following a final  determination  or  agreement as to the amount of the relevant
liability.) If such amount is not paid  forthwith,  then the  Indemnified  Party
may,  at its  option,  take legal  action  against  the  Indemnifying  Party for
reimbursement  in the amount of its  Indemnity  Claim.  For purposes  hereof the
Indemnity  Claim shall include the amounts so paid, or determined to be owing by
the  Indemnified  Party together with costs and reasonable  attorney's  fees and
interest on the foregoing  items (but only to the extent  pre-judgment  interest
due the Indemnified Party is not already included within such items) at the rate
of 8% per annum from the date the Indemnity  Claim is due from the  Indemnifying
Party to the Indemnified Party as hereinabove provided until the Indemnity Claim
shall be paid.

                                  ARTICLE XII

                                   TAX MATTERS

Section 12.01. Tax Indemnities.

     (a) The Shareholders  shall, on a pro rata basis, be responsible for, shall
pay or cause to be paid, and shall indemnify,  defend and hold harmless Acquirer
and its Affiliates against and reimburse Acquirer and its Affiliates for any and
all Taxes that may be  imposed  upon or  assessed  against  PPRX,  PRXA or their
respective  assets  (other  than Taxes  disclosed  in the  Financial  Statements
provided  for in the  books  and  records  of PPRX or PRXA and set  forth on the
Company Disclosure  Schedule):  (i) with respect to any Pre-Closing Period; (ii)
arising by reason of any breach or inaccuracy of the  representations  contained
in Section 3.11 hereof; (iii) with respect to any and all Taxes of any member of
an Affiliated Group of which PPRX , PRXA (or any predecessor  thereof) is or was
a member on or prior to the Closing Date,  including any Taxes for which each of
PPRX or PRXA may be liable under  Section  1.1502-6 of the Treasury  regulations
promulgated under the Code (or any similar provision of state,  local or foreign
Law);  (iv)  with  respect  to any  Taxes  arising  as a result  of the  Section
338(h)(10) Elections; (v) all recordation,  sales, use, stamp, filing, transfer,
documentary  or similar fees or Taxes under Maine or Federal law relating to the
transactions  contemplated  by this  Agreement;  or (vi) by  reason  of  being a
successor-in-interest  or transferee of another Person prior to the Closing.  In
respect of the Section 338(h)(10) elections, any liabilities of the Shareholders
hereunder  shall be reduced by the amount of  unfunded  liabilities  of Acquirer
under this Article XII.

     (b) Acquirer shall be  responsible  for, shall pay or cause to be paid, and
shall indemnify, defend and hold harmless the Shareholders against and reimburse
the  Shareholders  for all Taxes that they may at any time  suffer or incur,  or
become  subject  to, as a result of, or in  connection  with,  PPRX or PRXA with
respect to Post-Closing Periods.

     (c) Payment by the  indemnitor  of any amount due to the  indemnitee  under
this Section 12.01 shall be made within 10 days following  written notice by the
indemnitee  that payment of such amount to the  appropriate Tax authority is due
by the indemnitee;  provided,  that the indemnitor shall not be required to make
any payment  earlier than two Business Days before it is due to the  appropriate
Tax  authority.  In the case of a Tax that is contested in  accordance  with the
provisions of Section 12.02 payment of the Tax to the  appropriate Tax authority
will  not  be  considered  to  be  due  earlier  than  the  date  that  a  final
determination to such effect is made by such Tax authority or a court.  Payments
under this Article XI shall not be subject to the threshold set forth in Section
11.02(b) or the limitation set forth in Section 11.02(c).

     (d) For  purposes  of this  Agreement,  "Pre-Closing  Period"  shall mean a
taxable period or portion  thereof that ends on or prior to the Closing Date. If
a taxable  period  begins  on or prior to the  Closing  Date and ends  after the
Closing  Date,  then  the  portion  of the  taxable  period  that  ends  on (and
including) the Closing Date shall constitute a Pre-Closing  Period.  In the case
of any Tax that is imposed on a periodic  basis and is payable for a period that
begins before the Closing Date and ends after the Closing  Date,  the portion of
such Taxes  payable for the Pre- Closing  Period shall be (i) in the case of any
Tax other than a Tax based upon or  measured  by income,  the amount of such Tax
for the entire period  multiplied  by a fraction,  the numerator of which is the
number of days in the period ending on the Closing Date and the  denominator  of
which is the number of days in the entire period and (ii) in the case of any Tax
based upon or  measured  by income,  the  amount  which  would be payable if the
taxable year ended on the Closing Date.  Any credit shall be prorated based upon
the fraction  employed in clause (i) of the preceding  sentence.  In the case of
any Tax based upon or  measured  by capital  (including  net worth or long- term
debt) or  intangibles,  any amount thereof  required to be allocated  under this
Section  12.01(d)  shall be computed by  reference to the level of such items on
the Closing Date. For purposes of this  Agreement,  "Post-Closing  Period" means
any period other than a Pre-Closing Period.

     (e)  Except as  expressly  provided  otherwise  herein  and  except for the
representations contained in Section 3.11 and the covenants contained in Article
XII of this  Agreement  shall be the sole  provision  governing  Tax matters and
indemnities therefor under this Agreement.

Section 12.02. Tax Contests.

     (a) After the Closing,  Acquirer and the Shareholders shall promptly notify
each  other in  writing of any  demand or claim  received  by the  Shareholders,
Acquirer or the Companies  from any Tax authority or other party with respect to
Taxes for which the Shareholders are liable pursuant to Section  12.01(a).  Such
notice shall contain factual  information  (to the extent known)  describing the
asserted Tax  liability in  reasonable  detail and shall  include  copies of any
notice or other document  received from any Tax authority in respect of any such
asserted Tax liability.

     (b) The  Shareholders (or their designee) may elect to control the conduct,
through  counsel of their own  choosing  and at its own  expense,  of any audit,
claim for  refund  and  administrative  or  judicial  proceeding  involving  any
asserted  liability with respect to which  indemnity may be sought under Section
12.01(a) (any such audit, claim for refund or proceeding relating to an asserted
Tax liability is referred to herein as a  "Contest").  If the  Shareholders  (or
their designee)  elect to control a Contest,  they shall within 20 calendar days
of receipt of the notice of asserted Tax liability notify Acquirer of its intent
to do so,  and the  Shareholders  (or their  designee)  shall have all rights to
settle,  compromise and/or concede such asserted liability;  provided,  however,
that Acquirer  shall have the right to consult with the  Shareholders  regarding
any Contest that may affect the Acquirer or the Companies  for any  Post-Closing
Period and provided  further that the  Shareholders  shall not have the right to
settle,  compromise  and/or  concede any Contest that may affect the Acquirer or
the  Companies  for any period after the Closing Date without  Acquirer's  prior
written  consent,  which  consent  shall not be  unreasonably  withheld.  If the
Shareholders elect not to control the Contest or they fail to notify Acquirer of
their election as herein provided,  Acquirer may pay,  compromise or contest, at
its own expense, subject to (i) reimbursement by the Shareholders for reasonable
third party  expenses  and (ii) the  Shareholders'  indemnification  obligations
under  Section  12.01(a).  Acquirer  shall have the sole right to represent  the
Companies in any other Contest.

     (c) In the event that the  Shareholders  shall after the  Closing  take any
position in any Tax Return, or reach any settlement or agreement on audit, which
is in any manner  inconsistent  with any position  taken by the Companies in any
filing,  settlement or agreement made by the Companies  prior to the Closing and
such inconsistent position (i) requires the payment by Acquirer or the Companies
of more Tax than would have been  required to be paid had such position not been
taken or such  settlement  or  agreement  not been  reached,  (ii)  affects  the
determination of useful life,  basis or method of depreciation,  amortization or
accounting  of any of the  assets  or  properties  of  the  Companies  or  (iii)
accelerates the time at which any Tax must be paid by Acquirer or the Companies,
then the  Shareholders,  in each such case,  shall provide timely and reasonable
notice to Acquirer of such  position  and shall  indemnify  Acquirer and hold it
harmless  from any Tax liability  arising from, in connection  with or otherwise
with respect to such position.

Section 12.03. Preparation of Tax Returns.

     (a) Tax Periods  Ending on or Before the  Closing  Date.  The  Shareholders
shall be responsible  for the  preparation  and filing of the Tax Returns of the
Company for all taxable  periods  ending on or prior to the  Closing  Date.  Tax
Returns of the Company for such period (including any "S short year" (within the
meaning of Section  1362(e) of the  Code)),  together  with all work  papers and
schedules  related  thereto,  shall be  delivered to Acquirer for its review and
comment no later than  twenty days prior to the filing of such  returns  (taking
into account  valid  extensions),  and shall be prepared in a manner  consistent
with  prior  practice  unless   otherwise   required  by  applicable  laws.  The
Shareholders  shall pay (or cause to be paid) any and all Taxes due with respect
to such Tax Returns (including but not limited to any liability due with respect
to any Section 338(h)(10) Election).

     (b) Tax  Periods  Beginning  Before  and  Ending  After the  Closing  Date.
Acquirer shall prepare or cause to be prepared and file or cause to be filed all
Tax  Returns  of the  Company  for all  periods  which  begin on or prior to the
Closing Date and end after the Closing Date. To the extent the  Shareholders are
obligated to indemnify  Acquirer and its  Affiliates  for any Taxes shown due on
such Tax Returns,  (A) such Tax Returns shall be prepared in a manner consistent
with prior practice unless  otherwise  required by applicable laws, (B) Acquirer
shall provide each  Shareholder with a draft of each such Tax Return at least 30
days prior to the due date for filing such return  (taking  into  account  valid
extensions);  (C) the  Shareholders  shall  have the  right to  review  such Tax
Return,  at their expense within the fifteen (15) day period following  receipt;
and (D)  Acquirer  shall  make any  change to the Tax  Return  as is  reasonably
requested by a Shareholder within such period. . The failure of the Shareholders
to  propose  any  changes  to any  such Tax  Return  within  such 15 days  shall
constitute  their approval  thereof.  No later than two Business Days before the
due date for payment of Taxes with respect to any Tax Return for which  Acquirer
has the responsibility to file, the Shareholders shall pay to Acquirer an amount
equal to that  portion  of the  Taxes  shown on such Tax  Return  for  which the
Shareholders  have an  obligation  to  indemnify  Acquirer  and  its  Affiliates
pursuant to the provisions of this Article XII.

     Section 12.04.  Cooperation and Exchange of Information.  The Shareholders,
Acquirer and the  Companies  will provide each other with such  cooperation  and
information  as any of them  reasonably may request of another in filing any Tax
Return,  amended Tax Return or claim for  refund,  determining  a liability  for
Taxes or a right to a refund  of Taxes or  participating  in or  conducting  any
audit or other  proceeding  in respect of Taxes.  Each such party shall make its
employees  available on a mutually  convenient basis to provide  explanations of
any documents or information provided hereunder. Each such party will retain all
Tax  Returns,  schedules  and work  papers  and all  material  records  or other
documents  relating to Tax  matters of the  Companies  for the Tax period  first
ending after the Closing  Date and for all prior Tax periods  until the later of
(a) the  expiration  of the statute of  limitations  of the Tax periods to which
such Tax Returns and other documents relate, without regard to extensions except
to the extent  notified by another party in writing of such  extensions  for the
respective  Tax  periods,  or (b) eight years  following  the due date  (without
extension)  for such Tax Returns.  Any  information  obtained under this Section
12.03  shall be kept  confidential,  except  as may be  otherwise  necessary  in
connection  with the filing of Tax Returns or claims for refund or in conducting
an audit or other proceeding.

     Section  12.05   Section   338(h)(10)   Election.   (a)  Acquirer  and  the
Shareholders  shall join in making  elections to have the  provisions of Section
338(h)(10)  of the Code and similar  provisions  of state,  local or foreign law
("Section  338(h)(10)  Elections")  apply to the acquisition of each of PPRX and
PRXA.  Acquirer  shall be  responsible  for the  preparation  and  filing of all
Section  338(h)(10) Forms (as defined below). For purposes of making the Section
338(h)(10)  Election,  on or  prior  to the  Closing  Date,  Acquirer  and  each
Shareholder  shall execute two copies of IRS Form 8023 (or any successor  form).
The Shareholders  shall promptly execute and deliver to Acquirer such additional
Section  338(h)(10)  Forms as  Acquirer  shall  request  or as are  required  by
applicable law for an effective Section 338(h)(10) Election. "Section 338(h)(10)
Forms" shall mean all returns,  documents,  statements, and other forms that are
required to be  submitted to any  federal,  state,  county or other local taxing
authority in connection with a Section 338(h)(10) Election,  including,  without
limitation,  any  "statement of Section  338(h)(10)  election" and IRS Form 8023
(together with any schedules or attachments  thereto) that are required pursuant
to the treasury  regulations  promulgated under Section  338(h)(10) of the Code.
The Shareholders shall be responsible for and shall pay any income, franchise or
similar  Taxes  arising as a result of any  Section  338(h)(10)  Election or any
comparable or resulting election under state, local or foreign law. Acquirer and
the  Shareholders  shall file all Tax  Returns in a manner  consistent  with the
Section  338(h)(10)  Elections and shall take no position to the contrary unless
required to do so by applicable Tax laws.

     (b) After the Closing,  Acquirer and the Shareholders shall promptly notify
each  other  in  writing  of any  demand  or claim  for  Taxes  received  by the
Shareholders  or the  Acquirer  from  any  Tax  authority  with  respect  to any
adjustment by such Tax authority of the  allocation of purchase  price set forth
in the Section  338(h)(10)  Forms where,  as a result of such  adjustment to the
allocation of purchase  price in any such demand or claim,  (x) the total amount
of federal and state income tax payable by the  Shareholders  resulting from the
Section  338(h)(10)  Elections  would exceed (y) the total amount of federal and
state income tax that would have been payable by the Shareholders had the Shares
been sold and no Section 338(h)(10) Elections were made (such excess, if any, is
referred  to as the  "Additional  Tax").  The  failure  of the  Shareholders  to
promptly notify Acquirer of any such demand or claim shall not forfeit the right
to indemnity  pursuant to this Section  12.05(b)  except to the extent that such
failure  prejudices  the  ability to defend such  claim.  Acquirer  may elect to
defend  against  such claim,  suit,  action or  proceeding,  at its own expense,
through  counsel  of its own  choice,  provided  that such  election  is made in
writing to the  Shareholders no later than thirty (30) days following  notice to
Acquirer of any such  adjustment,  and further  provided that counsel for any of
the  Shareholders  shall be allowed to participate  and consult with  Acquirer's
counsel as to any such defense.  The Acquirer shall pay to the  Shareholders  an
amount  such that the sum of the  Purchase  Price and the amount  payable by the
Acquirer to the  Shareholders  pursuant to this Section  12.05(b) plus penalties
and interest,  if any,  attributable  to the adjustment in the allocation of the
purchase price (the "Gross-up  Payment"),  net of federal and state income taxes
payable  by the  Shareholders  in  respect  thereof,  is equal to the amount the
Shareholders  would  have  received  had the  Shares  been  sold and no  Section
338(h)(10)  Elections  had been made,  net of  federal  and state  income  taxes
payable by the  Shareholders  in respect  thereof;  provided,  that the Acquirer
shall  only  be  required  to  make a  Gross-up  Payment  to the  extent  of any
Additional  Tax is  attributable  to an adjustment in the allocation of purchase
price,  and the Acquirer  shall not be required to make any Gross-up  Payment to
the extent any  Additional  Tax is  attributable  to any other cause,  reason or
factor.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

     Section 13.01.  Taking of Necessary  Action.  In case at any time after the
Closing any further  action is  necessary or desirable to carry out the purposes
of this  Agreement,  each of the parties  hereto  agrees,  subject to applicable
laws, to use all  reasonable  efforts  promptly to take or cause to be taken all
further  action  and  promptly  to do or  cause to be done  all  further  things
(including the execution and delivery of such further instruments and documents)
as any party reasonably may request.

     Section 13.02. Effect of Due Diligence. No investigation by or on behalf of
Acquirer  into  the  business,   operations,   prospects,  assets  or  condition
(financial or otherwise) of the Companies  shall  diminish in any way the effect
of  any  representations  or  warranties  made  by  PPRX,  PRXA  or  any  of the
Shareholders  in  this  Agreement  or  shall  relieve  PPRX,  PRXA or any of the
Shareholders of any of their obligations under this Agreement, except in respect
of  Section  3.28.  No  investigation  by or on  behalf  of  PPRX,  PRXA  or the
Shareholders  into the  business,  operations,  prospects,  assets or  condition
(financial or otherwise) of Acquirer shall diminish in any way the effect of any
representations  or  warranties  made by  Acquirer  in this  Agreement  or shall
relieve  Acquirer  of any of its  obligations  under this  Agreement,  except in
respect of Section 5.11.

     Section  13.02A.  Resolution  of  Disputes.  In the event that any dispute,
disagreement or controversy  arises out of or relates to or concerns any rights,
obligations  or other aspect of this  Agreement,  any party may notify the other
parties  in  writing  within 30 days of the  circumstances  giving  rise to such
dispute.  If for any reason the  disputing  parties are not able to resolve such
dispute within 60 days after such notice is given, then any party may thereafter
submit the dispute to mandatory  arbitration  in accordance  with the commercial
arbitration rules of the American Arbitration  Association,  or such other rules
and  procedures  as  the  parties  may  hereafter  consent  to in  writing.  The
arbitration  shall take  place in New York,  New York (in the case of a claim by
any  Shareholder or in Portland,  Maine (in the case of a claim made by Acquirer
or, after Closing, by any Company).  Following the determination of the venue of
an arbitration  proceeding in accordance with the preceding sentence,  any other
claim  asserted by a party  hereunder at or about the time of the original claim
shall be  arbitrated  in the same venue.  Except as the  parties  may  otherwise
agree, the arbitration panel shall consist of three arbitrators  selected in the
manner provided under the rules of the applicable  arbitration  forum. The award
of  the   arbitrator(s)   shall  be   enforceable  in  any  court  of  competent
jurisdiction.  In any  action to compel  arbitration  under  this  Section or to
enforce an arbitral award, the prevailing party shall be entitled to an award of
its  reasonable  expenses,   including  attorneys  fees.  A  party  may  seek  a
preliminary  injunction or other preliminary  judicial relief if in his judgment
such action is necessary to avoid irreparable  damage.  Despite any such action,
the  parties  will  continue  to  participate  in good  faith in the  procedures
specified in this Section.

     Section  13.03.  Successors  and Assigns.  This Agreement will inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and permitted  assigns,  heirs,  executors,  administrators and legal
representatives.  Neither  this  Agreement  nor any of the rights,  interests or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other parties hereto.

     Section 13.04.  Entire  Agreement.  This Agreement and the other  documents
referred to herein  contain the entire  agreement  among the parties hereto with
respect to the transactions contemplated hereby, and controls and supersedes any
prior  understandings,  agreements or representations by or between the parties,
written or oral,  which  conflicts  with,  or may have  related  to, the subject
matter hereof in any way, including without limitation that certain letter dated
October 28, 2002 by and among Acquirer,  PPRX and PRXA. Provided,  however, that
the  confidentiality  letter  agreements  entered into between the parties shall
remain in effect until Closing.

     Section 13.05. Notices. All notices or other communications hereunder shall
be in  writing  and  shall be  deemed  to have  been  duly  given  if  delivered
personally or sent by telefax  communication,  by recognized  overnight  courier
marked for  overnight  delivery,  or by registered  or certified  mail,  postage
prepaid, addressed as follows:

     (a) If to the Companies,  Portland  Professional  Pharmacy,  Atten: Paul T.
Levesque, 1283 Congress Street, Portland, ME 04102.

     (b) If to Acquirer, 26 Harbor Park Drive, Port Washington, NY 11050, with a
copy to Jonathan Friedman, Esq. at the same address.

     (c) If to a  Shareholder,  to the address  specified  for him in Schedule I
hereto with copy to Gregory S. Fryer,  Verrill & Dana, LLP, One Portland Square,
Portland,  ME 04112-0586 and a copy to James S. Grien,  TM Capital,  One Battery
Park Plaza, 35th Floor, New York, NY 10004.

(d)  Or such other addresses as shall be furnished by like notice by such party.

     All such notices and  communications  shall,  when  telefaxed  (immediately
thereafter confirmed by telephone),  be effective when telefaxed,  or if sent by
nationally  recognized  overnight courier service, be effective one Business Day
after the same has been  delivered to such courier  service marked for overnight
delivery, or, if mailed, be effective when received.

     Section 13.06.  Applicable  Law. This  Agreement  shall be governed by, and
construed  in  accordance  with,  the  internal  laws of the  State of New York,
without reference to or application of any conflicts of laws principles.

     Section 13.07.  No  Third-Party  Beneficiaries.  This  Agreement  shall not
confer any rights or remedies  upon any Person  other than the parties and their
respective successors and permitted assigns.

     Section  13.08.  Amendments  and Waivers.  No amendment of any provision of
this Agreement  shall be valid unless the same shall be in writing and signed by
each of the parties hereto; provided, however, that the holders of a majority of
the outstanding  PPRX Common Stock and a majority of the outstanding PRXA Common
Stock shall have the right to amend any provision of this Agreement on behalf of
the Shareholders  unless any nonconsenting  Shareholder is adversely affected by
such amendment in a manner different from other  Shareholders.  No waiver by any
party of any  default,  misrepresentation  or breach  of  warranty  or  covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent  default,   misrepresentation  or  breach  of  warranty  or  covenant
hereunder  or affect  in any way any  rights  arising  by virtue of any prior or
subsequent  such  occurrence.  At any time  prior to the  Closing,  the  parties
hereto, by action taken by their respective Boards of Directors and, in the case
of the  Shareholders,  by  action  taken by the  holders  of a  majority  of the
outstanding  PPRX  Common  Stock and a majority of the  outstanding  PRXA Common
Stock,  may (i) extend the time for the performance of any of the obligations or
other  acts of the  other  party  hereto,  (ii)  waive any  inaccuracies  in the
representations  and warranties of the other party hereto contained herein or in
any document  delivered  pursuant hereto and (iii) waive  compliance with any of
the agreements or conditions contained herein.

     Section 13.09.  Severability.  Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

     Section 13.10.  Construction.  The parties have participated jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.

     Section 13.11. Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section  13.12.  Headings.  The  headings  used in this  Agreement  are for
convenience  only and are not to be considered in construing or interpreting any
term or provision of this Agreement.

     Section  13.13.  Consent to  Jurisdiction;  Receipt of Process.  Each party
hereby consents to the jurisdiction of, and confers  non-exclusive  jurisdiction
upon, any federal or state court located in New York, New York (in the case of a
claim made by any Shareholder  or, before Closing,  by any Company) or Portland,
Maine  (in the  case of a claim  made by  Acquirer  or,  after  Closing,  by any
Company),  and appropriate appellate courts therefrom,  over any action, suit or
proceeding  arising  out  of or  relating  to  this  Agreement,  or  any  of the
transactions  contemplated  hereby.  Each party hereby  irrevocably  waives, and
agrees not to assert as a defense in any such action,  suit or  proceeding,  any
objection  which it may now or hereafter have to venue of any such action,  suit
or proceeding  brought in any such federal or state court and hereby irrevocably
waives any claim that any such action,  suit or  proceeding  brought in any such
court or tribunal has been brought in an inconvenient forum. Process in any such
action,  suit or  proceeding  may be served on any party  anywhere in the world,
whether  within or  without  the State of New York or Maine (as the case may be)
provided that notice thereof is provided pursuant to provisions for notice under
this Agreement.

     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
the duly authorized  officers of the parties hereto as of the date first written
above.

                                      NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.


                                      By:_____________________________________
                                             James J .Bigl, CEO


                                      PORTLAND PROFESSIONAL PHARMACY


                                      By:______________________________________
                                           Paul T. Levesque, President



                                     PORTLAND PROFESSIONAL PHARMACY ASSOCIATES


                                     By:_____________________________________
                                          Paul T. Levesque, President


                                    SHAREHOLDERS:


                                    ----------------------------------------
                                          Paul T. Levesque


                                    ----------------------------------------
                                          Joseph Lorello


                                   ----------------------------------------
                                          Thomas Madden


<PAGE>


EXHIBITS

Exhibit 9.02(d)       Legal Opinion of Verrill & Dana, LLP

Exhibit 9.02(j)       Form of Shareholder Representation Letter

Exhibit 9.02(m)       Form of Employment Agreement

Exhibit 9.03(h)       Registration Rights Agreement

SCHEDULES

Schedule I            Shareholders

Schedule 2.03         Allocation of Purchase Price Schedule

Schedule 2.05         Earn Out Schedule

Schedule 3.0          Company Disclosure Schedule

Schedule 4.01         Ownership; Agreements Regarding Shares

Schedule 5.0          Acquirer Disclosure Schedule




<PAGE>


                                                                 EXHIBIT 9.02(j)




National Medical Health Card Systems, Inc. ("NMHC")
26 Harbor Park Drive
Port Washington, NY 11050

                                                               July 31, 2003

Dear Ladies and Gentlemen:

     In connection with the sale of his shares of common stock (the "Shares") of
Portland  Professional  Pharmacy ("PPRX") and Professional  Pharmacy  Associates
("PRXA"; and together with PPRX, the "Companies") pursuant to the Stock Purchase
Agreement, dated the date hereof, among NMHC, the Companies and the Shareholders
party thereto,  the  undersigned  hereby  represents and warrants as of the date
hereof  that he is an  "accredited  investor,"  as such term is  defined in Rule
501(a)  promulgated  by  the  Securities  and  Exchange   Commission  under  the
Securities  Act of 1933,  and has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
securities  transactions  contemplated  hereby. The undersigned will execute and
deliver  to NMHC  such  documents  as NMHC may  reasonably  request  in order to
confirm the accuracy of the foregoing.



                                                     Very truly yours,

                                                     -------------------------





<PAGE>


                                                                 EXHIBIT 9.02(m)

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT,  dated as of July 31, 2003, by and between  NATIONAL
MEDICAL  HEALTH CARD SYSTEMS,  INC., a Delaware  corporation  with an office and
place of business at 26 Harbor Park Drive, Port Washington,  New York 11050 (the
"Company"), and ___________________  residing  at_______________________________
(the "Employee").

                                    RECITALS:

     A. The Company is engaged in providing  comprehensive  prescription benefit
management services to the general commercial market.

     B.  The  Company  is a party  to a Stock  Purchase  Agreement  (the  "Stock
Purchase   Agreement")   with   Portland   Professional   Pharmacy  or  Portland
Professional Pharmacy Associates,  each of which is a wholly-owned subsidiary of
the Company (either or both of which are referred to herein as "PPP"); and

     C. The Company  desires to employ the  Employee  and to have the benefit of
his  skills  and  services  subsequent  to the  closing  of the  Stock  Purchase
Agreement; and

     D. The Employee  desires to enter into  employment  with the Company on the
terms and conditions set forth herein.

     NOW, THEREFORE,  in consideration of the mutual promises,  terms, covenants
and  conditions  set forth herein,  and the  performance  of each,  the parties,
intending legally to be bound, hereby agree as follows:

                                   AGREEMENT:

     Section 1. DEFINITIONS.  For purposes of the Agreement, the following terms
have the meanings set forth below:

     "Annual Salary" has the meaning set forth in Section 3.

     "Board"  means  the  Board  of  Directors  of the  Company  as the  same is
constituted from time to time.

     "Cause"  means (a) the  commission  by the Employee of any act, on or after
the date of the Agreement,  constituting, (a) as to any material property of the
Company,  theft,   embezzlement,   or  fraud,  (b)  willful  non-disclosure  and
misappropriation  of  any  corporate  opportunity,  (c)  the  conviction  of the
Employee of a crime  resulting in material injury to the business of the Company
or (d) the material  breach by the Employee of the Agreement,  including but not
limited to the  failure by the  Employee  to follow  all  reasonable  and lawful
directions of the Board or the Chief Executive  Officer of the Company as to any
material matter,  material  non-performance by the Employee of any of his duties
or obligations  hereunder the taking of any action by the Employee that would be
reasonably likely to cause material injury to the Company which breach shall not
have been cured by the  Employee  within  thirty (30) days of receipt of written
notice of said material breach.

     "Confidential  Information"  means  information that is not generally known
within the Company's industry and that was or is used,  developed or obtained by
the Company in connection with its business, including (a) products or services,
(b) fees, costs and pricing structures, (c) designs, (d) analyses, (e) drawings,
photographs and reports,  (f) computer  software,  including  operating systems,
applications and program listings,  (g) flow charts,  manuals and documentation,
(h) data bases, (i) accounting and business  methods,  (j) inventions,  devices,
new developments,  methods and processes, whether patentable or unpatentable and
whether or not reduced to practice,  (k)  customers  and clients and customer or
client  lists,  (l) other  copyrightable  works,  (m) all  technology  and trade
secrets, and (n) all similar and related information in whatever form or medium.

     "Employment Term" has the meaning set forth in Section 2 of the Agreement.

     "Good Reason" shall mean (a) a material  diminution  during the  Employment
Term in the Employee's duties, responsibilities, reporting relationship or title
as set forth in Section  3.1  hereof;  (b) a breach by the Company of any of the
compensation and benefits provisions set forth in Sections 4 and 5 hereof; (c) a
material breach by the Company of any of the other terms of this Agreement;  (d)
relocation of the Employee's office more than 35 miles from Portland,  Maine; or
(e)  resignation  by the  Employee  within the last three  months of the initial
three-year  Employment  Term if the Company has  delivered  notice of nonrenewal
under Section 2 below.

     "Permanent  Disability"  shall have  occurred if as a result of physical or
mental  incapacity,  the  Employee  shall  have  been  incapable  of  performing
Employee's  duties  hereunder for a period in excess of 26 consecutive  weeks in
any calendar year, or an aggregate of 39 weeks in any 12 month period.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

     "PBM Services"  means services  associated  with the  prescription  benefit
management and Specialty  Pharmacy  business,  including but not limited to: (i)
claims  administration,  (ii)  establishment  and  administration  of a pharmacy
network and  benefits,  (iii) mail order  pharmacy  services  (by phone,  fax or
internet),  (iv) drug  utilization  review,  (v) disease  state  management  and
delivery of specialty pharmacy benefits, including growth hormones, transplants,
mental health,  women's health, men's health, and certain respiratory  ailments,
(vi)  formulary  creation  al1d  administration,  (vii) rebate  negotiation  and
administration,  (viii)  therapeutic  substitution  programs and (ix)  specialty
compounding of pharmaceutical products.

     "Termination  Date" means the date on which the Employee's  employment with
the Company  terminates,  for whatever reason,  including  without  limitation a
termination upon failure to renew this Agreement.

     Section 2. CONDITION PRECEDENT, TERM. This Agreement is contingent upon the
closing of the Stock Purchase  Agreement.  The Employee's  full-time  employment
hereunder  shall commence upon the closing of the Stock Purchase  Agreement (the
"Effective Date"),  and, unless renewed or modified by written agreement between
the Company and the Employee,  the Employment Period will terminate on the third
anniversary following the Effective Date (the "Employment Term"); provided, that
(a) the Employment Period shall terminate prior to such date upon the Employee's
resignation,  death or Permanent Disability and (b) the Employment Period may be
terminated  by the Company at any time prior to such date,  if such  termination
shall be for Cause;  and  provided  further  that the  Employment  Term shall be
deemed renewed and extended for successive  one-year  periods unless the Company
or the Employee has given at least three months'  written notice of an intention
not to renew this Agreement.

        Section 3.  POSITION AND DUTIES

     3.1 During the  Employment  Term,  the  Employee  shall be  employed by the
Company and shall serve as a Vice  President of Specialty  Pharmacy  Operations.
Employee shall report on a regular basis directly to the Company's  President or
his designee and shall  perform such duties  consistent  with his position as of
such nature as are usually  associated with such office,  and the Employee shall
and have such  powers  relating  to the  Company  as shall  from time to time be
assigned to him by the Board of Directors of the Company.

     3.2 During the Employment Term, the Employee shall devote his full business
time,  best  efforts,  energies,  attention  and  ability  to the  business  and
interests of the Company and PPP.

        Section 4. COMPENSATION.

     4.1 As full compensation for his services and undertakings pursuant to this
Agreement, the Employee shall receive a salary (the "Annual Salary") at the rate
of not less than  _________________  Dollars  ($_________) per year,  subject to
adjustment as hereafter provided,  payable in twenty-six (26) equal installments
or other more frequent  installments in accordance with the regular pay policies
of the Company. The Annual Salary shall be subject to annual review and increase
by the Board of  Directors of the Company.  In addition,  the Employee  shall be
eligible for an annual bonus in accordance and payable with the Company's  Bonus
Plan.  Notwithstanding or limiting the foregoing  provisions,  Employee shall be
entitled to an increase in Annual Salary in the amount of _____________ thousand
($______) dollars upon PPP achieving  ___________ dollars  ($______________)  in
EBITDA  and  an  additional   increase  in  Annual  Salary  of  ________________
($_________) upon PPP achieving ____________ dollars ($____________) in EBITDA.

     4.2 During the Employment  Term, the Employee shall also be entitled to (a)
three  weeks  paid  vacation  annually  and (b)  participate  in  group  medical
insurance and other  benefits or programs  hereafter  established by the Company
and made available by the Company to its employees. The Company agrees to waive,
where  applicable  and  permissible  pursuant to the terms of any such plan, any
enrollment  waiting period in the Company's  group medical  insurance  plans and
retirement plans. The Employee's  medical  insurance  coverage shall be provided
through the current  medical  insurance plan of PPP, at PPP's cost, or through a
Company plan  providing  comparable or superior  benefits to the  Employee.  The
Employee's short- and long-term  disability insurance coverage shall be provided
through  the current  disability  insurance  program of PPP,  at PPP's cost,  or
through  a  Company  plan  providing  comparable  or  superior  benefits  to the
Employee.

     4.3 The Company shall deduct from the Employee's salary, bonus or incentive
compensation  any federal,  state or city  withholding  taxes,  social  security
contributions  and any other  amounts  which may be  required  to be deducted or
withheld by the Company  pursuant to any federal,  state or city laws,  rules or
regulations.

     Section  5. STOCK  OPTIONS.  On the  Effective  Date (as  defined  herein),
Employee shall be granted stock options of the Company ("Option  Grant"),  at an
exercise price and in accordance with a vesting  schedule set forth in the Stock
Option  Agreement  attached hereto as Exhibit A (the "Stock Option  Agreement").
All Stock Options  granted under this Agreement shall qualify as incentive stock
options under Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code"),  subject to the  limitations of Section 422 of the Code,  except to the
extent of any deviation from such limitations in which case the affected portion
of the Option Grant shall be treated as a nonstatutory option.

     In the event that the Employee shall be subject to a Justified  Termination
(as defined below), any unexercised portion of the Option Grant,  whether or not
already  vested,  shall  immediately  expire and become  null and void as of the
Termination  Date.  In the event that the Employee  voluntarily  terminates  his
employment  (other than for Good  Reason),  any  unvested  portion of the Option
Grant shall  immediately  expire and become null and void as of the  Termination
Date,  and the vested portion of the Option Grant shall expire to the extent not
exercised  before 90 days  after the  Termination  Date.  In the event  that the
Executive shall be subject to a Termination with Severance (as defined below) or
shall be terminated as a result of his death or disability, the unvested portion
of the Option Grant shall continue to vest for the  three-year  period set forth
in the Stock Option Agreement and shall remain exercisable pursuant to the terms
of the Option Grant.

        Section 6. TERMINATION.

     6.1 Termination with Severance. Except as otherwise provided in Section 6.2
below, if the Employment  Period shall be terminated by the Company prior to the
third  anniversary  of the Effective Date for any reason other than for Cause or
as a result of the death or  Permanent  Disability  of the  Employee,  or if the
Employee  terminates  the Agreement  for "Good  Reason",  the Employee  shall be
entitled  to receive  an amount  equal to the  Employee's  then  current  annual
salary, exclusive of any bonuses, and shall continue group medical insurance and
similar health  benefits (the "Severance  Pay"),  for the period (the "Severance
Period")  commencing on the Termination  Date and ending on the later of (i) the
third (3rd)  anniversary of the Effective Date or (ii) the one hundred eightieth
(180th) day  following  the  Termination  Date,  provided  the  Employee has not
breached  and  does  not  breach  the  provisions  of  Sections  7 and 8 in this
Agreement.  However,  any Severance Pay which is payable  shall  immediately  be
reduced by the amount of salary  received by the Employee  during the  Severance
Period as a result of the Employee's obtaining employment with another employer.
The Company  shall assist  Employee in  procuring  new  employment  and Employee
agrees to consider offers from any and all prospective employers procured by the
Company,  provided  that  employment  offered is  comparable in terms of duties,
responsibilities,  title, and compensation  (including  benefits,  and incentive
compensation)  to  the  Employee's   employment  with  the  Company  as  of  the
Commencement Date. During each month of the Severance Period, Employee agrees to
make  himself  available  to  the  Company  for  up to six  hours  of  strategic
consulting upon the Company's  reasonable request,  and Employee shall be deemed
employed as a consultant to the Company throughout the Severance Period.

     6.2  Termination  without  Severance.  If the  Employment  Period  shall be
terminated by the Company prior to the third  anniversary  of the Effective Date
hereof (a) for Cause, (b) as a result of the Employee's  resignation (other than
with Good Reason),  (c) as a result of the death or permanent  disability of the
Employee  (collectively,  a  "Justified  Termination"),  the  Employee  shall be
entitled  to  receive  his  Annual  Salary  through  the  Termination  Date  and
reimbursement of all reimbursable expenses incurred by the Employee prior to the
Termination  Date. A  termination  for Cause shall become  effective on the date
designated by the Company. In the case of Justified Termination,  Employee shall
not be eligible to receive,  and the Company  shall not be required to pay,  any
Severance Pay pursuant to Section 6.1 hereof.

     Section 7.  COVENANT  NOT TO DISCLOSE.  The  Employee  will not at any time
disclose or use any Confidential Information of which the Employee is or becomes
aware, whether or not such information is developed by him, except to the extent
that  such  disclosure  or use  is  directly  related  to  and  required  by the
Employee's  performance  of duties  assigned  to the  Employee  pursuant  to the
Agreement.   The  Employee  will  take  all   appropriate   steps  to  safeguard
Confidential   Information  and  to  protect  it  against  disclosure,   misuse,
espionage, loss and theft.

        Section 8. COVENANT NOT TO COMPETE; NON-INTERFERENCE.

     8.1. The Employee  covenants and agrees that during the Employment Term and
for a period of two (2) years  following  the  Termination  Date,  he shall not,
either directly or indirectly, without the prior written consent of the Company,
on his own behalf or in the service or on behalf of others serve anywhere in New
England or the Mid- Atlantic States as an owner, manager, stockholder (except as
a holder of no more than 2% of the  issued and  outstanding  stock of a publicly
traded  company),  consultant,  director,  officer or employee  of any  business
entity that  provides,  develops or sells  prescription  PBM  Services  that are
similar to or competitive to those provided, offered or sold by the Company; and
for a period of two (2) years  following the  termination for any reason of such
employment the Employee shall not, either directly or indirectly solicit, divert
or appropriate any NMHC Customer for PBM Services.  For purposes  hereof,  "NMHC
Customer"  shall mean an entity or person that the Employee  knows or reasonably
should know has  purchased  PBM  Services  provided by the Company or any of its
affiliates  within  twelve  months  prior  to the  Termination  Date,  or to the
Employee's  knowledge  has  received a proposal  to from the  Company  offer PBM
Services during the six months prior to the Termination Date.

     8.2 The Employee  covenants  and agrees that during his  employment  by the
Company, and for a period of two (2) years after the Termination Date (or) for a
period of one (1) year after the Termination  Date with respect to employees who
have worked for PPP prior to the Effective Date) following termination,  for any
reason,  of such  employment,  he will not  directly on his own behalf or in the
service or on behalf of  others,  solicit,  divert or hire  away,  or attempt to
solicit,  divert or hire away, to any competing  business any person employed by
the Company, whether or not such employee is a full-time employee or a temporary
employee  of the  Company,  and  whether or not such  employment  is pursuant to
written  agreement and whether or not such employment is for a determined period
or is at will.

        Section 9. COVENANT TO REPORT; PATENT, ETC.

     9.1 The Employee shall promptly communicate and disclose to the Company all
inventions, discoveries,  improvements and new writings, in any form, whatsoever
that either (A) relate to any matters or business  carried on or being developed
by the  Company,  or (B) result  from or are  suggested  by any work done by the
Employee in the course of the Employee's  employment by the Company (hereinafter
"Inventions"),  including, without limitation, all software, programs, routines,
techniques,  procedures,  training aides and  instructional  manuals  conceived,
developed  or made by the  Employee  during  the  Employee's  employment  by the
Company, whether solely or jointly with others, and whether or not patentable or
copyrightable.  The Employee shall also promptly communicate and disclose to the
Company all other data  obtained  by the  Employee  material to the  business or
affairs  of the  Company  in the  course  of the  Employee's  employment  by the
Company.

     9.2 All written  materials,  records and documents  made by the Employee or
coming into the Employee's  possession during the Employment Term concerning the
business or affairs of the Company  shall be the sole  property of the  Company,
and,  upon the  termination  of the  Employment  Term or upon the request of the
Company during the Employment Term, the Employee agrees to render to the Company
such reports of the activities undertaken by the Employee or conducted under the
Employee's direction,  pursuant hereto during the Employment Term as the Company
may request.

     9.3 The Employee will assign to the Company all right in the Inventions and
will assist the Company or its designee  during and subsequent to the Employee's
employment,  at the Company's  sole expense,  in filing patent and/or  copyright
applications  on,  and  obtaining  for  the  Company's  benefit  patents  and/or
copyrights for such Inventions in any and all countries,  and will assign to the
Company all such  patent  and/or  copyright  applications,  all  patents  and/or
copyrights  which may issue thereon,  said  Inventions to be and remain the sole
and  exclusive  property of the Company or its designee  whether or not patented
and/or copyrighted.

     9.4 Any Invention  conceived,  developed or made by the Employee within one
(1)  year  of  the  termination  of  the  Employee's  employment,  whether  such
termination of employment is voluntary or  involuntary,  shall be deemed to have
arisen out of and been  conceived,  developed or made by the Employee during the
Employee's employment by the Company, unless established to have been conceived,
developed or made after the termination of such employment.

     Section 10. REMEDIES.The  Employee  acknowledges that the Company will have
no adequate remedy at law if the Employee  violates the terms of Section 7, 8 or
9 hereof.  In such event,  the Company shall have the right,  in addition to any
other  rights it may have,  to  obtain  in any court of  competent  jurisdiction
injunctive relief to restrain any breach or threatened breach of or otherwise to
specifically enforce any of the covenants of such Sections.

        Section 11. COMPLIANCE WITH OTHER AGREEMENTS.

     Employee and Company  represent and warrant to the other that each is under
no contract,  restriction or obligation which is inconsistent  with execution of
this  Agreement or the  performance  of his/its  duties  hereunder.  Each hereby
agrees to indemnify the other for all losses,  damages, costs, fees and expenses
including  attorney's  fees incurred by the other in connection  with any of the
following:

        (a) any breach of the foregoing representations and warranties;

     (b) any lawsuit or other legal  proceeding  in which it is claimed that the
other has breached any trust, confidence or duty of loyalty, etc.;

     (c)  any  action  or  matter  relating  to the  above  representations  and
warranties.

        Section 12. WAIVERS.

     A  waiver  by  the  Company  or  the  Employee  of a  breach  of any of the
provisions  of this  Agreement  shall not operate or be construed as a waiver of
any subsequent breach.

        Section 13. BINDING EFFECT; BENEFITS.

     Subject to the provisions of Section 5 hereof this Agreement shall inure to
the  benefit  of,  and shall be  binding  upon,  the  parties  hereto  and their
respective successors, assigns, heirs, and legal representatives,  including any
corporation or other business  organization  with which the Company may merge or
consolidate  or to which it may transfer  substantially  all of its  PPP-related
assets.  Insofar as the Employee is concerned,  this Agreement,  being personal,
cannot be assigned.

        Section 14. NOTICES.

     All notices,  requests, demands and other communications which are required
or may be given under this Agreement  shall be in writing and shall be deemed to
have been duly given or made when delivered in person, by courier,  by facsimile
transmission  (with  proof of  delivery),  or four (4) days  after  dispatch  by
registered or certified mail,  postage paid,  return receipt  requested,  to the
party  to whom  the same is so given  or  made,  to the  address  of such  party
hereinabove  set forth and in the case of notices to the Employee,  a copy shall
be similarly  sent to Verrill & Dana,  LLP, One Portland  Square,  Portland,  ME
04101, Attn: Gregory S. Fryer, Esq.

        Section 15. ENTIRE AGREEMENT; AMENDMENTS; SURVIVAL COVENANTS.

     This  Agreement  contains the entire  Agreement,  and  supersedes all prior
agreements and understandings,  oral or written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be waived, changed,
amended,  modified or  discharged  orally,  but only by an  agreement in writing
signed by the party against whom any waiver, change, amendment,  modification or
discharge is sought.  The  covenants of the Employee  contained in Sections 7, 8
and 9 (insofar as they relate to the Employment  Term) of this Agreement and the
covenants of the Company contained in Section 6.1, if applicable,  shall survive
the termination of the Employment Term.

        Section 16. HEADINGS.

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

        Section 17. SEVERABILITY.

     The  invalidity of all or any part of any Section of this  Agreement  shall
not render  invalid the  remainder of this  Agreement  or the  remainder of such
Section.  If any provision of this Agreement is so broad as to be unenforceable,
such provisions shall be interpreted to be only so broad as is enforceable.

        Section 18. COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
shall,  when  executed,  be deemed to be an original,  but all of which together
shall constitute one and the same instrument.

        Section 19. 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 principles  relating to
conflict of laws.

        Section 20. INDEMNIFICATION.

     The Company and PPRX shall,  to the fullest extent  permitted by law and by
their  respective  its  Certificates  (or  Articles,  as  the  case  may  be) of
Incorporation and By-laws,  indemnify the Employee and hold him harmless for any
acts or decisions made by him in good faith while performing his duties pursuant
to this Agreement.

        Section 21. NO THIRD PARTY BENEFICIARY.

     The Agreement  will not confer any rights or remedies upon any person other
than  the  Company,   the  Employee  and  their  respective  heirs,   executors,
administrators, personal representatives, successors and permitted assigns.



        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

                                            NATIONAL MEDICAL CARD SYSTEMS, INC.

                                            BY:_______________________________


                                           -----------------------------------


<PAGE>


                                    EXHBIT A


     STOCK OPTION AGREEMENT (this  "Agreement") made as of the 31st day of July,
2003 between NATIONAL MEDICAL HEALTH CARD SYSTEMS,  INC., a Delaware corporation
(the "Company"), and ____________ ("Optionee").

WHEREAS, the Optionee is an employee of the Company or a subsidiary thereof;

     WHEREAS,  the  Company  desires to provide to the  Optionee  an  additional
incentive to promote the success of the Company;

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the Company hereby
grants to the Optionee  (the  "Grant")  the right and option to purchase  Common
Shares of the Company under and pursuant to the terms and conditions of the 1999
Stock Option Plan (the "Plan") and upon and subject to the  following  terms and
conditions:

     1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase fifty thousand  (50,000)  Common Shares of the
Company (the "Option Shares") during the following periods:

     (a) All or any  part of  sixteen  thousand  six  hundred  and  sixty  seven
(16,667)  Common Shares may be purchased  during the period  commencing  one (1)
year from the date of execution  hereof and terminating at 5:00 P.M. on July 31,
2013 (the "Expiration Date").

     (b) All or any  part of  sixteen  thousand  six  hundred  and  sixty  seven
(16,667)  Common Shares may be purchased  during the period  commencing  two (2)
years from the date of  execution  hereof and  terminating  at 5:00 P.M.  on the
Expiration Date.

     (c) All or any part of sixteen  thousand six hundred and sixty six (16,666)
Common Shares may be purchased during the period commencing three (3) years from
the date of  execution  hereof and  terminating  at 5:00 P.M. on the  Expiration
Date.

     2.  NATURE OF OPTION.  Such  Options  to  purchase  the  Option  Shares are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended,  relating to "incentive stock options" but shall be treated as
nonstatutory  options to the extent of any  disqualifying  disposition  or other
event that  disqualifies  an option for incentive  stock option  treatment under
Section 422.

     3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
$_______,  the closing bid price on the date of execution  hereof,  (the "Option
Price").  The Company  shall pay all  original  issue or  transfer  taxes on the
exercise of the Option.

     4. EXERCISE OF OPTIONS.  The Option shall be exercised in  accordance  with
the provisions of the Plan. As soon as  practicable  after the receipt of notice
of exercise (in the form annexed  hereto as Exhibit 1) and payment of the Option
Price as provided  for in the Plan,  the Company  shall  tender to the  Optionee
certificates  issued in the  Optionee's  name  evidencing  the  number of Option
Shares covered thereby.

     5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and  distribution  and,  during the Optionee's  lifetime,
shall not be exercisable by any person other than the Optionee.

     6.  INCORPORATION  BY REFERENCE.  The terms and  conditions of the Plan are
hereby incorporated by reference and made a part hereof.

     7. CHANGE IN CONTROL.  In the event of a Change in Control (as  hereinafter
defined),  any Options granted hereunder which have not vested as of the date of
the Change in Control  shall  automatically  vest on such date.  For purposes of
this Agreement, the term "Change in Control" shall mean:

     (a)  the  transfer,   through  one  transaction  or  a  series  of  related
transactions,   either   directly  or   indirectly,   or  through  one  or  more
intermediaries,  of  beneficial  ownership  (within  the  meaning  of Rule 13d-3
promulgated under the Securities  Exchange Act of 1934) of 50% or more of either
the then outstanding Common Shares or the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in the election of
directors,  or the last of any series of transfers  that results in the transfer
of beneficial  ownership (within the meaning of Rule 13d-3 promulgated under the
Securities  Exchange Act of 1934) of 50% or more of either the then  outstanding
Common  Shares or the combined  voting power of the Company's  then  outstanding
voting securities entitled to vote generally in the election of directors;

     (b)  approval  by  the   stockholders   of  the  Company  of  a  merger  or
consolidation,  with respect to which persons who were the  stockholders  of the
Company  immediately  prior to such merger or consolidation do not,  immediately
thereafter,  own more than 50% of the  combined  voting  power of the  merged or
consolidated  company's then  outstanding  voting  securities,  entitled to vote
generally,  in the election of directors  or with  respect to a  liquidation  or
dissolution of the Company or the sale of all or substantially all of the assets
of the Company;

     (c)  the  transfer,   through  one  transaction  or  a  series  of  related
transactions,  of more than 50% of the assets of the Company, or the last of any
series of transfers  that results in the transfer of more than 50% of the assets
of the  Company.  For  purposes of this  paragraph,  the  determination  of what
constitutes more than 50% of the assets of the Company shall be determined based
on the most recent financial  statements  prepared by the Company's  independent
accountants; or

     (d) during any fiscal year,  individuals  who at the beginning of such year
constituted  the board of  directors  of the Company  (the  "Board") and any new
director or  directors  whose  election by the Board was approved by a vote of a
majority of the directors  then still in office who either were directors at the
beginning  of the  year  or  whose  election  or  nomination  for  election  was
previously so approved, cease for any reason to constitute a majority thereof.

        8. CAPITAL ADJUSTMENT.

     (a) If  the  Company  is  merged  or  consolidated  with  or  into  another
corporation  where the Company is not the survivor,  there shall be  substituted
for the shares issuable upon exercise of the  outstanding  Option an appropriate
number of shares of each class of stock, other securities or other assets of the
merged or consolidated corporation which were distributed to the shareholders of
the Company in respect of the Common Stock;  provided,  however, that the Option
may be exercised in full by the  Optionee as of the  effective  date of any such
merger or consolidation of the Company without regard to the vesting schedule in
Section  1(b),  by the Optionee  giving  notice in writing to the Company of his
intention to so exercise.

     (b) If the Company is liquidated or dissolved then all outstanding portions
of the Option may be exercised in full by the Optionee as of the effective  date
of any such  liquidation  or  dissolution  of the Company  without regard to the
vesting  schedule in Section 1(b),  by the Optionee  giving notice in writing to
the Company of his intention to so exercise.

     (c) If the outstanding  shares of Common Stock shall at any time be changed
or exchanged by declaration  of a stock  dividend,  stock split,  combination or
exchange of shares, recapitalization, extraordinary dividend payable in stock of
a corporation  other than the Company,  or otherwise  than in cash, or any other
like event by or of the Company,  and as often as the same shall occur, then the
number, class and kind of shares subject to this Option and the Option Price for
such shares shall be appropriately and equitably  adjusted so as to maintain the
proportionate  number of shares  without  changing the  aggregate  Option Price;
provided,  however, no adjustment shall be made by reason of the distribution of
subscription rights on outstanding stock.

     9. NOTICES.  Any notice or other  communication  given  hereunder  shall be
deemed sufficient if in writing and (i) hand delivered,  (ii) sent by registered
or  certified  mail,  return  receipt  requested,  or (iii) sent by a nationally
recognized  overnight  courier  addressed to the Company,  26 Harbor Park Drive,
Port Washington, New York 11050, Attention: Secretary and to the Optionee at the
address indicated below.  Notices shall be deemed to have been given on the date
of hand  delivery,  mailing or overnight  delivery,  except notices of change of
address, which shall be deemed to have been given when received.

     10. BINDING  EFFECT.  This Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors and assigns.

     11. ENTIRE AGREEMENT. This Agreement,  together with the Plan, contains the
entire  understanding  of the parties  hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.

     12.  ARBITRATION.  Except for any proceeding  seeking equitable remedies in
respect  hereof,  any  dispute  or  controversy  under this  Agreement  shall be
resolved by final and binding  arbitration before a single impartial  arbitrator
designated  and  acting  under  the  rules  and   regulations  of  the  American
Arbitration  Association  ("AAA")  located in Nassau  County,  Long Island.  The
decision  and  award of the  arbitrator  selected  in  accordance  with the then
obtaining  rules and  regulations of the AAA shall be final and binding upon the
parties  thereto,  and may be enforced by the  prevailing  party in any court of
competent jurisdiction.  As part of his award, the arbitrator shall allocate the
fees of the AAA,  any and all other costs of the  arbitration,  and the parties'
reasonable  attorneys' fees and expenses,  in accordance  with the  arbitrator's
determination  of  the  relative  merits  of  the  parties'   positions  in  the
arbitration.  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  the  arbitrator  shall have no power to delete from, add to or modify
the  terms of this  Agreement,  and may not award any  remedy  that  effectively
conflicts  directly  or  indirectly  with any  provision  of this  Agreement  as
written.  The arbitrator's  power shall be limited to interpreting and enforcing
the terms of this Agreement as written.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                    NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                                    By:_______________________________
                                        James Bigl, CEO

                                    ------------------------------------
                                      Signature of Optionee

                                    ____________________________________
                                      Name of Optionee


<PAGE>


                                                               Exhibit 9.03(h)
                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (the "Agreement") made as of July 31, 2003 by
and among  NATIONAL  MEDICAL HEALTH CARD SYSTEMS,  INC., a New York  corporation
("NMHC"),  and the  individuals  whose  names are set forth on Schedule I hereto
(each, a "Shareholder" and, collectively, the "Shareholders").

                              W I T N E S S E T H:

     WHEREAS,  NMHC  has  purchased  Portland  Professional  Pharmacy  from  the
Shareholders  pursuant to a Stock Purchase  Agreement  dated as of July 31, 2003
(the "Acquisition Agreement"); and

     WHEREAS,  the  Shareholders may be entitled to receive Common Stock of NMHC
pursuant to the Earn Out provisions of the Acquisition Agreement; and

     WHEREAS, the parties hereto desire to promote the interests of NMHC and the
interests  of  the  Shareholders  by  establishing   herein  certain  terms  and
conditions  upon which NMHC will register  certain of the shares of Common Stock
issuable under the Earn Out; and

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements herein contained, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1. Certain Definitions.  As used herein, the following terms shall have the
following respective meanings:

     "Business Day" shall have the meaning  ascribed  thereto in the Acquisition
Agreement.

     "Changing Event shall have the meaning  ascribed  thereto in Section 3.3(d)
hereof.

     "Common Stock" means the common stock, par value $.01 per share, of NMHC.

     "Commission" shall mean the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.

     "Correction  Event"  shall  have the  meaning  ascribed  thereto in Section
3.3(d) hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Holder" shall mean any holder of Registrable Securities.

     "Register",  "registered" and "registration"  shall refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act  and  applicable  rules  and  regulations   thereunder  and  the
declaration or ordering of the effectiveness of such registration statement.

     "Registrable  Securities"  shall mean the shares of (i) Common Stock issued
or issuable to the Holders  pursuant to the Earn Out (the "Earn Out Shares") and
(ii) Common Stock issuable or issued to the Holders,  in respect of the Earn Out
Shares,   upon  any  stock  split,   stock  dividend,   merger,   consolidation,
recapitalization or similar event, excluding all such shares which (x) have been
registered  under the  Securities  Act, (y) have been  publicly sold pursuant to
Rule 144, or (z) are eligible for sale without restriction under Rule 144(k).

     "Registration  Expenses" shall mean all expenses  incurred in compliance by
NMHC with Section 3 hereof,  including,  without  limitation,  all registration,
qualification  and filing fees,  exchange  listing  fees,  expenses  incurred in
connection with the  preparation,  printing and distribution of the registration
statement  and  prospectus,  fees  and  disbursements  of  counsel  for NMHC and
independent  public  accountants  of NMHC,  blue sky fees and expenses,  and the
expense of any special audits  incident to or required by any such  registration
(but excluding the  compensation  of regular  employees of NMHC,  which shall be
paid in any event by NMHC).

     "Rule 144" shall mean Rule 144, or any successor rule, under the Securities
Act.

     "Rule 144(k)"  shall mean Rule 144(k),  or any  successor  rule,  under the
Securities Act.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Selling  Expenses" shall mean all underwriting and brokers'  discounts and
selling commissions applicable to the sale of Registrable  Securities,  transfer
taxes and all fees and disbursements of counsel for any Holder.

     2. Notice of Transfers.  Promptly  following a transfer of any  Registrable
Securities  (except  under  circumstances  described in Section 3 hereof),  each
Holder  agrees to give written  notice to NMHC of such  transfer,  including the
number  of  Registrable  Securities,  the  date of  transfer  and to  whom  such
Registrable Securities were transferred.

     3.1 Piggyback  Registration Rights. (a) If NMHC shall determine to register
any of its  securities  either for its own  account or the account of a security
holder  or  holders  exercising  demand   registration   rights  (other  than  a
registration  relating solely to employee  benefit or Stock Option Plan plans, a
registration  relating  solely  to  a  Commission  Rule  145  transaction  or  a
registration on any registration  form which does not permit  secondary  sales),
NMHC will (i) notify the Holders by written  notice  thereof  within twenty (20)
days  prior to filing  any  registration  statement;  and (ii)  include  in such
registration  and in any  underwriting  involved  therein,  all the  Registrable
Securities specified in a written request or requests, made by any Holder within
ten (10) days after receipt of the written  notice from NMHC described in clause
(i) above, except as set forth in Section 3.1(b) below. Such written request may
specify all or a part of a Holder's Registrable Securities.

     (b) If the  registration  of which  NMHC gives  notice is for a  registered
public offering  involving an underwriting,  NMHC shall so advise the Holders by
written notice. All Holders proposing to distribute their Registrable Securities
through such underwriting  shall (together with NMHC distributing its securities
for its own  account  through  such  underwriting)  enter  into an  underwriting
agreement in customary  form with the  underwriter or  underwriters  selected by
NMHC.   Notwithstanding  any  other  provision  of  this  Section  3.1,  if  the
representative of the underwriters advises NMHC in writing that, in its opinion,
marketing   factors  require  a  limitation  on  the  number  of  shares  to  be
underwritten,  NMHC shall so advise all Holders requesting registration, and the
number of shares that may be included in the registration and underwriting shall
be allocated  first to NMHC for securities  being sold for its account or to the
security holder or holders exercising demand  registration rights for securities
being  sold for their  account,  as the case may be,  and then in the  following
manner:  (i) the securities  requested to be registered by officers or directors
of NMHC  (other  than  officers  or  directors  who are also  Holders)  shall be
excluded from such  registration and underwriting to the extent required by such
limitation in proportion, as nearly as practicable, to the respective amounts of
securities  requested to be registered by such officers and directors,  and (ii)
if a limitation on the number of shares is still required,  the securities being
sold for the account of the Holders shall be excluded from such registration and
underwriting to the extent required by such limitation in proportion,  as nearly
as practicable,  to the respective amounts of Registrable  Securities which they
had  requested  to be  included  in such  registration.  If any  Holder  who has
requested  inclusion in such  registration as provided above  disapproves of the
terms of the  underwriting,  such  person  may elect to  withdraw  therefrom  by
written notice to NMHC and the underwriter.

     3.2.  Expenses of Registration.  NMHC shall bear all Registration  Expenses
and the selling  Holders  shall bear all Selling  Expenses  (in  proportion,  as
nearly as practicable,  to the Registrable  Securities of each selling holder of
securities  being  registered)  incurred in  connection  with any  registration,
qualification or compliance pursuant to the provisions of Sections 3.

     3.3. Registration Procedures.  In the case of each registration effected by
NMHC  pursuant  to this  Agreement,  NMHC will keep  each  participating  Holder
advised in  writing  as to the  initiation  of such  registration  and as to the
completion thereof. At its expense, NMHC will:

     (a) Keep such registration statement effective until the earlier of (x) six
(6) months from the  effective  date of such  registration  statement or (y) the
date on which all of the Holders have completed the  distributions  described in
the registration statement relating thereto;

     (b) Prepare and file with the Commission such amendments and supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to keep such registration  statement
effective and free of material misstatements or omissions and to comply with the
provisions of the Securities  Act with respect to the  disposition of securities
covered by such registration statement and respond as promptly as practicable to
any comments received with respect thereto;

     (c) Furnish to each Holder such number of prospectuses  and other documents
incident thereto, including any amendment of or supplement to the prospectus, as
a selling Holder from time to time may reasonably request in order to facilitate
the disposition of Registrable Securities covered by them;

     (d) Notify each seller of such Registrable  Securities,  at any time when a
prospectus  relating  thereto is required to be delivered  under the  Securities
Act, of the happening of any event as a result of which, the prospectus included
in such registration  statement  contains an untrue statement of a material fact
or omits a fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made (a "Changing Event"),  and, NMHC
will as soon as  possible  prepare  and  furnish to such  seller (a  "Correction
Event") a reasonable  number of copies of a  supplement  to or amendment to such
prospectus  so  that,  as  thereafter   delivered  to  the  purchasers  of  such
Registrable Securities,  such prospectus will not contain an untrue statement or
omit to state any fact necessary to make the  statements  therein not misleading
in the light of the circumstances under which they were made;

     (e) Cause all Registrable  Securities  included in such  registration to be
listed  on  each,  if any,  securities  exchange  or  system  on  which  similar
securities issued by NMHC are then listed; and

     (f) Register or qualify for offer and sale the  Registrable  Securities  by
the time the  registration  is declared  effective by the  Commission  under all
applicable  state  securities  or "blue sky" laws of the 50 states of the United
States  or  obtain  appropriate   exemptions   therefrom,   to  keep  each  such
registration  or  qualification  effective  during the  period the  registration
statement is required to be kept effective, and to do any and all other acts and
things which may be  reasonably  necessary or advisable to enable each Holder to
consummate  the  disposition  in  each  such  jurisdiction  of  the  Registrable
Securities  owned by such  Holder;  provided,  however,  that NMHC  shall not be
required  to submit to the general  service of process in any such  jurisdiction
unless NMHC is already subject to such service in such jurisdiction;

     (g)  During  the  period  that NMHC is  required  to keep the  registration
statement  effective,  NMHC will advise the Holders within a reasonable time (i)
when the prospectus or any  prospectus  supplement or  post-effective  amendment
thereto  has been  filed,  and when the same has become  effective,  (ii) of any
request by the  Commission  for any amendments to, or issuance by the Commission
of any stop order with respect to the  registration  statement or any prospectus
or  amendment  thereto,  or  (iii)  of  the  issuance  by any  state  securities
commission  or  other   regulatory   authority  of  any  order   suspending  the
registration or qualification or exemption from registration or qualification or
any proceedings for that purpose;

     (h) If reasonably requested by Holders' counsel or any Holder,  incorporate
as  promptly  as  practicable  in  a  prospectus  supplement  or  post-effective
amendment  such  information  as such  Holder  or  Holders'  counsel  reasonably
requests to be included therein, including,  without limitation, with respect to
the  Registrable  Securities  being sold by such  Holder to any  underwriter  or
underwriters,  the purchase  price being paid  therefor by such  underwriter  or
underwriters and any other terms of any underwritten offering of the Registrable
Securities  to be sold in such  offering,  and  NMHC  shall  promptly  make  all
required filings of such prospectus supplement or post-effective amendment;

     (i) Cooperate  with the Holders to facilitate  the timely  preparation  and
delivery of certificates  (which shall not bear any  restrictive  legends unless
required under applicable law) representing  Registrable Securities sold under a
registration  statement to the purchasers  thereof,  and enable such Registrable
Securities  to be in such  denominations  and  registered  in such  names as the
managing  underwriter or  underwriters,  if any, or such Holders may request and
keep  available  and  make  available  to  NMHC's  transfer  agent  prior to the
effectiveness of such registration statement a supply of such certificates;

     (j) Enter into such customary  agreements  (including,  if  applicable,  an
underwriting  agreement  in customary  form) and take such other  actions as the
Holders of a majority of the Registrable Securities or the underwriters retained
by the Holders  participating in an underwritten  public  offering,  if any, may
reasonably  request  in order to  expedite  or  facilitate  the  disposition  of
Registrable Securities; provided, however, that such underwriters are reasonably
acceptable to NMHC;

     (k)  Furnish to each  Holder of  Registrable  Securities  included  in such
offering  and to each  underwriter,  if any,  if  requested  by such  Holder  or
underwriter, a signed counterpart,  addressed to such Holder or underwriter,  of
(i) an opinion  or  opinions  of  counsel  to NMHC and (ii) a comfort  letter or
comfort letters from NMHC's  independent public  accountants,  each in customary
form and covering matters of the type customarily covered by opinions or comfort
letters, as the case may be.

     4.  Indemnification.  (a) To the extent  permitted by applicable  law, NMHC
will indemnify and hold harmless each Holder, its partners, officers, directors,
trustees, employees and agents, and each person, if any, who controls any Holder
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange  Act,  together  with  the  partners,  officers,  directors,  trustees,
employees  and  agents  of  such  controlling   person,  each  Holder  and  each
underwriter,  if any, and each person who controls such  underwriter  within the
meaning of the Securities Act or the Exchange Act,  against all claims,  losses,
damages and  liabilities  (or actions,  proceedings  or  settlements  in respect
thereof)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement) of a material  fact  contained in any  prospectus  or other  document
(including any related  registration  statement,  any amendments thereto and all
documents  incorporated by reference therein) incident to any such registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading,  and will reimburse each such person, for
any legal and other  expenses as are  reasonably  incurred in connection by them
with  investigating  and defending any such claim,  loss,  damage,  liability or
action,  provided  that NMHC  will not be liable in any such case to the  extent
that any such claim,  loss,  damage,  liability  or expense  arises out of or is
based on any  untrue  statement  or  omission  based  upon  written  information
furnished to NMHC by such Holder or  underwriter  and stated to be  specifically
for  use  therein  or to the  extent  due to  the  failure  of  such  Holder  or
underwriter to provide an updated prospectus or other document to a purchaser at
a time  when  NMHC  has  informed  such  Holder  or  underwriter  of a  material
misstatement  or omission in a  prospectus  or other  document  and has provided
updated   prospectuses  or  other  documents  correcting  such  misstatement  or
omission.

     (b) Each Holder (on a several and not joint basis) will indemnify NMHC, its
officers, directors, employees and agents, and each person, if any, who controls
NMHC within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act,  together with the  officers,  directors,  employees and agents of
such  controlling  person,  and each  underwriter,  if any,  and each person who
controls such  underwriter  within the meaning of the  Securities  Act, and each
other Holder,  against all claims,  losses, damages and liabilities (or actions,
proceedings or settlements  in respect  thereof)  arising out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any such registration  statement,  prospectus or other document, or any omission
(or alleged  omission) to state  therein a material  fact  required to be stated
therein or necessary to make the  statements  therein not  misleading,  and will
reimburse  each such person for any legal and other  expenses as are  reasonably
incurred by them in connection with  investigating  or defending any such claim,
loss,  damage,  liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged  omission) is made in such registration  statement,  prospectus or other
document in reliance upon and in conformity with written  information  furnished
to NMHC by such Holder and stated to be specifically for use therein;  provided,
that in no event  shall any  indemnity  under this  Section  4(b) exceed the net
proceeds  from the  offering  received by such  Holder,  and no Holder  shall be
liable  under this  Section  4(b) for any  statements  or omissions of any other
Holder.

     (c) Each  party  entitled  to  indemnification  under  this  Section 4 (the
"Indemnified  Party")  shall give  notice in writing  to the party  required  to
provide   indemnification   (the  "Indemnifying   Party")  promptly  after  such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and shall  permit the  Indemnifying  Party to assume the defense of any
such claim or any litigation resulting therefrom,  provided that counsel for the
Indemnifying  Party,  who  shall  conduct  the  defense  of  such  claim  or any
litigation  resulting  therefrom,  shall be  approved by the  Indemnified  Party
(whose approval shall not unreasonably be withheld),  and the Indemnified  Party
may participate in such defense at such Indemnified  Party's expense;  provided,
however,  that the  Indemnifying  Party shall pay the expense of one counsel for
all similarly situated Indemnified Parties if representation of such Indemnified
Parties by the counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential  differing  interests between the Indemnified Parties
and any other party represented by such counsel in such proceeding, and provided
further  that the  failure of any  Indemnified  Party to give notice as provided
herein shall not relieve the  Indemnifying  Party of its obligations  under this
Section  4,  unless  such  failure  materially  prejudices  the  ability  of the
Indemnifying Party to defend against the claims asserted against the Indemnified
Party.  No  Indemnifying  Party, in the defense of any such claim or litigation,
shall,  except with the consent of each Indemnified  Party,  consent to entry of
any  judgment  or enter  into  any  settlement  which  does  not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect of such claim or
litigation,  and no Indemnified  Party shall consent to entry of any judgment or
settle  such  claim or  litigation  without  the prior  written  consent  of the
Indemnifying  Party.  Each  Indemnified  Party shall  furnish  such  information
regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
reasonably request in writing and as shall be reasonably  required in connection
with the defense of such claim and litigation resulting therefrom.

     (d) If the indemnification provided for in this Section 4 is unavailable to
an Indemnified  Party in respect of any losses,  claims,  damages or liabilities
referred to therein,  then each Indemnifying Party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses,  claims, damages or liabilities in
such  proportion as is appropriate to reflect the relative fault of NMHC, on the
one hand, and such Holder,  on the other hand, in connection with the statements
or omissions which resulted in such losses, claims,  damages or liabilities,  as
well as any other relevant equitable considerations. The relative fault of NMHC,
on the one hand, and Holder, on the other hand, shall be determined by reference
to,  among other  things,  whether  the untrue or alleged  untrue  statement  of
material  fact or the  omission  or alleged  omission  to state a material  fact
relates to  information  supplied  by NMHC or by such  Holder  and the  parties'
relevant intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The parties hereto agree that it would not
be just and equitable if  contribution  pursuant to this Section 4(d) were based
solely upon the number of entities  from whom  contribution  was requested or by
any other  method of  allocation  which does not take  account of the  equitable
considerations  referred  to above in this  Section  4(d).  The  amount  paid or
payable by an Indemnified Party as a result of the losses,  claims,  damages and
liabilities  referred to above in this  Section  4(d) shall be deemed to include
any legal or other expenses  reasonably  incurred by such  Indemnified  Party in
connection with investigating or defending any such action or claim,  subject to
the  provisions  of  Section  4(d)  hereof.   No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of the Securities  Act) shall be entitled
to  contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  The  obligations  of each Holder under this Section 4(d) are
several  and not  joint,  and are  subject  to the  limitation  set forth in the
proviso to Section 4(b) above.

     (e) The  obligations  of NMHC and the  Holders  under this  Section 4 shall
survive  the  completion  of  any  offering  of  Registrable   Securities  in  a
registration statement, and otherwise, and the termination of this Agreement.

     5.  Information  by  Holders.  Each  Holder  shall  furnish  to  NMHC  such
information  regarding such Holder and the distribution  proposed by such Holder
as NMHC may reasonably request in writing and as shall be reasonably required in
connection with any  registration,  qualification  or compliance  referred to in
this Agreement.

     6. Rule 144  Reporting.  With a view to making  available  the  benefits of
certain rules and  regulations  of the  Commission  which may permit the sale of
restricted securities to the public without registration, NMHC agrees to:

     (a) use its  reasonable  best  efforts  to make  and  keep  current  public
information  available  as those  terms are  understood  and defined in Rule 144
under the Securities Act at all times;

     (b) use its reasonable best efforts to file with the Commission in a timely
manner all reports and other documents required of NMHC under the Securities Act
and the Exchange Act; and

     (c) furnish to the Holders  forthwith  upon request a written  statement by
NMHC as to its compliance  with the reporting  requirements  of Rule 144, and of
the  Securities  Act and the Exchange  Act, a copy of the most recent  annual or
quarterly  report of NMHC,  and such other reports and documents so filed as the
Holders may reasonably request in availing  themselves of any rule or regulation
of the  Commission  allowing  the  Holders to sell any such  securities  without
registration.

     7. No Voluntary  Transfer or Assignment of Registration  Rights. The rights
to cause  NMHC to  register  securities  granted  to the  Holders  by NMHC under
Section 3 may not be voluntarily transferred or assigned by a Holder without the
prior written consent of NMHC.  Nothing herein shall restrict any transfers upon
death or otherwise by operation of law.

     8.  Amendment;  Waiver.  No amendment,  alteration or  modification of this
Agreement shall be valid unless in each instance such  amendment,  alteration or
modification is expressed in a written instrument executed by Holders who own at
least a majority of the  Registrable  Securities.  No waiver of any provision of
this  Agreement  shall be valid unless it is  expressed in a written  instrument
duly  executed by the party or parties  making such waiver;  it being agreed and
understood  that  execution  by Holders  who own a majority  of the  Registrable
Securities  shall  constitute  a waiver by all the  Holders.  The failure of any
party to insist,  in any one or more  instances,  on  performance  of any of the
terms and  conditions  of this  Agreement  shall not be construed as a waiver or
relinquishment of any rights granted  hereunder or of the future  performance of
any such  term,  covenant  or  condition  but the  obligation  of any party with
respect thereto shall continue in full force and effect.

     9. Specific  Performance,  Remedies.  The parties hereby declare that it is
impossible  to measure in money the damages  which will accrue to a party hereto
by reason of a failure to perform any of the  obligations  under this Agreement.
Therefore,  all parties  hereto shall have the right to specific  performance of
the  obligations  of the other  parties under this  Agreement,  and if any party
hereto shall institute an action or proceeding to enforce the provisions hereof,
any person  (including  NMHC)  against whom such action or proceeding is brought
hereby  waives the claim or  defense  therein  that such  party has an  adequate
remedy at law, and such person  shall not urge in any such action or  proceeding
the claim or defense that such remedy at law exists.

     10.  Notices.  All notices and other  communications  required or permitted
hereunder shall be in writing and shall be mailed by  first-class,  certified or
registered mail, postage prepaid,  return receipt  requested,  or transmitted by
facsimile or delivered either by hand, by messenger or by nationally  recognized
overnight courier, addressed:

     (a) if to a Holder,  at his address set forth on Schedule I attached hereto
or at such other address as he shall have furnished to NMHC in writing.

     (b) if to NMHC, at the following address,  or at such other address as NMHC
shall have furnished to the Holders,

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

with a copy to Jonathan Friedman, Esq. at that same address.

     11. Successors and Assigns.  All the terms and provisions of this Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
respective permitted transferees,  successors and assigns of the parties hereto,
whether so expressed or not.

     12.  Governing  Law.  This  Agreement is to be governed by and  interpreted
under the laws of the State of New York without  giving effect to the principles
of conflicts of laws thereof.

     13. Titles and Subtitles.  The titles of the sections of this Agreement are
for the convenience of reference only and are not to be considered in construing
this Agreement.

     14.  Severability.  The invalidity or unenforceability of any provisions of
this Agreement shall not be deemed to affect the validity or  enforceability  of
any other provision of this Agreement.

     15.  Entire  Agreement.  This  Agreement  constitutes  the full and  entire
understanding  and  agreement  between the parties  with  respect to the subject
matter  hereof  and  supersedes  all  previous   agreements,   arrangements  and
understandings,  whether  written or oral,  with  respect to the subject  matter
hereof.

     16.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     17. Termination.  This Agreement shall terminate and be of no further force
or effect upon the fourth  anniversary of the date of this Agreement,  except as
set forth in Section 4(e).

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Registration
Rights Agreement as of the date first above written.

                                     NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                                   By:
                                      -----------------------------------------



                                                          HOLDERS:










<PAGE>


                                   SCHEDULE I


Paul T. Levesque
11 Longwood Drive
Portland, ME 04102

Joseph Lorello
10 Iron Clad Road
Scarborough, ME 04074

Thomas Madden
21 Pine Ridge Road
Saco, ME 04072






<PAGE>





                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                              OPTION EXERCISE FORM



     The  undersigned  hereby  irrevocably  elects to exercise the within Option
dated __________________ to the extent of purchasing  ___________________ Common
Shares of National  Medical  Health Card Systems,  Inc. The  undersigned  hereby
makes a payment of $______________ in payment therefor.

                                                   ------------------------
                                                     Name of Optionee


                                                   ------------------------
                                                     Signature of Optionee


                                                   ------------------------
                                                      Address of Optionee


                                                   ------------------------
                                                     Date



<PAGE>
                                                                 Schedule 2.05

                                EARN OUT SCHEDULE

     This  Schedule  describes  the  Earn  Out to be  paid  by  Acquirer  to the
Shareholders  for the Shares.  Except as  otherwise  provided in this  Schedule,
capitalized  terms  have the same  meanings  as set forth in the Stock  Purchase
Agreement  (the  "Agreement"),  except that each  reference  herein to "Company"
shall  mean the  businesses  of PPRX and PRXA  collectively,  in  whatever  form
Acquirer may choose to maintain these existing corporations.

     A.  Computation  and Payment.  Acquirer shall pay to the  Shareholders,  as
additional consideration for the Shares, the following Earn Out:

     (i) 25% of the gross margin dollars generated from existing Company clients
or generated as a result of the  Company's  organic  growth and 10% of the gross
margin dollars  generated from Acquirer  clients migrated to the Company for the
twelve months commencing August 1, 2003 and ending July 31, 2004; and

     (ii) 25% of the  gross  margin  dollars  generated  from  existing  Company
clients or generated as a result of the Company's  organic growth and 10% of the
gross margin dollars generated from Acquirer clients migrated to the Company for
the twelve month period commencing August 1, 2004 or (if later) the first day of
the month  following  completion of integration  pursuant to Section 7.06 of the
Agreement; and

     (iii) 25% of the gross  margin  dollars  generated  from  existing  Company
clients or generated as a result of the Company's  organic growth and 10% of the
gross margin dollars generated from Acquirer clients migrated to the Company for
the twelve month period  commencing  on the day after the end of the second earn
out period described in clause (ii) above.

     The Earn Out earned  pursuant to (i),  (ii) and (iii) above shall be capped
at  $7,000,000  in total and shall be paid in cash unless the  Acquirer,  in its
sole  discretion  as to any given  installment,  elects to make  payment  50% in
Acquirer  Common Stock and 50% in cash. Such Earn Out shall be payable within 45
days after the first,  second and third  anniversary  of the Closing  Date or 45
days from the end of any of any earn out period described  above,  which ever is
later, respectively,  and shall be accompanied by a detailed calculation of each
component of the Earn Out.  Stock  delivered in payment of the Earn Out shall be
valued at the  average  of the high and low  trading  price of  Acquirer  Common
Stock, as published for the 15 trading days immediately preceding the applicable
anniversary of Closing.

     B.  Definitions.  For purposes of this Schedule 2.05,  the following  terms
shall be defined as indicated:

     "Gross  margin  dollars"  shall mean the sales of the Company  less cost of
sales,  determined on a consistent  basis to that applied in the preparation and
presentation of the Year-End Financial  Statements for the Company's fiscal year
ended December 31, 2002 and interim  statements  dated June 30, 2003.  Provided,
however,  that  Company  gross  margin may include  direct costs of labor to mix
compounds, direct shipping expenses, and supplies utilized, if and to the extent
necessary to conform to generally accepted accounting  principles.  Gross margin
shall in all events include rebates on purchased products.

     "Existing  Company clients" shall mean and include those persons,  entities
or  organizations  to whom or through  whom PPRX or PRXA  provided  products  or
services within the twelve-month period immediately  preceding the Closing Date,
and in addition shall include any prospective customer of PPRX or PRXA for which
Company  employees  or sales  representatives  during such  twelve-month  period
devoted significant sales efforts as mutually agreed to by the parties.

     "Acquirer clients migrated to the Company" or "migrated clients" shall mean
and include those persons,  entities,  or  organizations to whom or through whom
Acquirer or its affiliates provided products or services within the twelve-month
period immediately  preceding the Closing Date, other than persons,  entities or
organizations that are existing Company clients as defined above.

     "Company"  shall mean PPRX and PRXA, on a combined  basis.  For purposes of
this Schedule if, after the Closing,  Acquirer  reorganizes  PPRX or PRXA or the
business functions of either entity,  then "Company" shall include any successor
entities  or  units  affiliated  with  Acquirer,  but  only to the  extent  such
affiliated  entities or units engage in the sale of products or services similar
to those offered by the Company at the time of such reorganization.

     Revenues  from  "organic  growth"  shall mean and  include all sales by the
Company  for the  relevant  Earn Out Period,  other than to migrated  clients or
existing Company clients as defined above.

     "Earn Out Periods"  shall mean the three  successive  twelve-month  periods
immediately following the Closing Date.

        C. Additional Covenants. Acquirer and the Shareholders agree as follows:

     1. After the Closing Acquirer and its affiliates shall, subject to the last
sentence  of this  paragraph,  provide  sufficient  funds,  personnel  and other
resources  throughout the Earn Out Periods to enable the Company to (a) continue
to conduct its present lines of business in substantially the same manner as the
business was  conducted by the Company  prior to the Closing Date, as well as to
enable the Company to pursue additional related business opportunities,  and (b)
operate such business  consistent with reasonably prudent business practice.  No
violation  or breach of this  Schedule  shall occur by reason of any decision by
the  Company  or  Acquirer  to (i)  terminate,  amend or modify  the  employment
agreements with one or more of the  Shareholders,  (ii) not hire any employee or
former employee of the Company,  (iii)  terminate any employee of Acquirer,  the
Company or their  respective  affiliates,  (iv)  terminate,  amend or modify the
terms of any business  relationship  or agreement in a manner that is consistent
with reasonably  prudent business practice or (v) take any other action which is
consistent with reasonably prudent business practice.

     2. During the Earn Out  Periods,  neither  Acquirer,  the Company nor their
respective  affiliates  shall  commit any  action  (or  failure to act) which is
inconsistent  with the provisions of this  Schedule,  where such action (or such
failure to take action) could reasonably be expected to adversely and materially
affect the  Shareholders'  ability to realize the payments  contemplated in this
Schedule.  Notwithstanding anything to the contrary contained in this paragraph,
no violation or breach of any agreement  contained in this Schedule  shall occur
by reason of any  decision by  Acquirer to take any action that is  commercially
reasonable in its  reasonable  discretion in light of the  Acquirer's  business;
provided  that,  with respect to decisions  that could  adversely and materially
affect the  Shareholders'  ability to realize the payments  contemplated in this
Schedule,   Acquirer  shall  obtain  the  written  consent  of  the  Shareholder
Representative,  which  consent  shall not be  unreasonably  withheld.  Provided
however,  the consent of the Shareholder  Representative will not be required in
connection  with the Board of Directors of the Acquirer or the  Shareholders  of
the  Acquirer,  approving  the sale of a majority  of the  capital  stock of the
Acquirer or substantially all of the assets of Acquirer.

     3. After the Closing,  the Company shall maintain records of sales and cost
of  sales  in a  manner  reasonably  calculated  to  capture  and  preserve  the
information  needed to calculate  the Earn Out.  Acquirer  and the  Shareholders
shall  cooperate  with each  other  regarding  the  exchange  and  provision  of
information to each other about the operations of the Company's  business during
the Earn Out  period  and in the  calculations  contemplated  in this  Schedule,
including,  without  limitation,  reasonable  access to all business  records of
Acquirer or its affiliates related to the calculations.

     4. Any Shareholder, by written notice, may request a review of the Earn Out
calculation.  Such notice shall be given to Acquirer and the other  Shareholders
within 30 days  after the  Shareholder  receives  the Earn Out  payment  and the
required statement setting forth Acquirer's calculation of each component of the
Earn Out.  Thereafter,  unless  the  parties  have  agreed  on other  reasonable
procedures,  Acquirer  shall engage its outside  auditors to review the Earn Out
calculation  for the latest Earn Out Period and shall submit to Acquirer and the
Shareholders a report on their findings.  Any  Shareholder,  at his own expense,
may  retain   accountants  or  other  advisors  to  review  Acquirer's   initial
calculation and/or to review the outside auditors' report. Once agreement on any
adjustment  to the Earn Out  calculation  is reached  between  Acquirer  and all
Shareholders,  Acquirer  shall  promptly  pay over to each  Shareholder  (or the
Shareholders  shall each  promptly  refund to Acquirer,  as the case may be), in
cash, the difference  between the value of cash and stock  initially paid to the
Shareholder  and the value of cash and stock that  should have been paid had the
applicable  adjustment been made in the original calculation of the Earn Out. If
the parties,  for any reason,  are unable to agree upon the  calculation  of the
Earn Out within 120 days after the end of the Earn Out  Period,  then the matter
shall be resolved in  accordance  with the  provisions  of Section 13.02 of this
Agreement.

     5.   The   provisions   of  this   Schedule   shall  be   binding   on  any
successor-in-interest  to Acquirer,  PPRX or PRXA.  If Acquirer  enters into any
agreement or transaction by which  ownership of any  substantial  portion of the
business  of the  Company is sold or  transferred  (whether  by merger,  sale of
stock,  reorganization or otherwise) to an entity or other person not affiliated
with  Acquirer,  and the Common  Stock of such  non-affiliated  purchaser  has a
public market  capitalization  of less than $100 million,  then the Shareholders
may elect to receive the stock  portion of the Earn Out  payments in the form of
cash instead of Acquirer Common Stock.