Exhibit 10.50

                              EMPLOYMENT AGREEMENT


     The Employment  Agreement  dated as of November 20th,  2002 (the "Effective
Date") is by and between National  Medical Heath Card Systems,  Inc., a Delaware
Corporation (the "Company"), and Agnes Hall (the "Executive").

     WHEREAS,  the Company is engaged in  providing  comprehensive  prescription
benefit management services to the general commercial market; and

     WHEREAS,  the Company and the Board of Directors  of the Company  desire to
deem  Executive an Executive  Officer of the Company and issue her an employment
agreement pursuant to the terms and conditions set forth herein; and

     WHEREAS, The Executive 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 bond, hereby agree as follows:

                                   AGREEMENTS

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

     "Base Salary" has the meaning set forth in Section 4.1.

     "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 Executive of any act, on or after
the date of the Agreement,  constituting, as to any cash funds or other receipts
of the Company, or any material property of the Company or any other Person, (i)
theft,  (ii)  embezzlement,  (iii)  fraud,  (iv)  misappropriation  of  material
property under applicable law, or (v) wilful non-disclosure and misappropriation
of any  corporate  opportunity,  (b) the  conviction of the Executive of a crime
resulting in material injury to the business or property of the Company,  or (c)
the material breach by the Executive of the Agreement, including but not limited
to the failure by the Executive to follow all reasonable  and lawful  directions
of the  Board  or  the  President  of the  Company  as to  any  material  matter
(including,  but not limited to,  observance  of the Company's  normal  business
hours),  or the taking of any action by the  Executive  that would be reasonably
likely to cause material injury to the Company or that would be in conflict with
any material interest to the Company,  which breach shall not have been cured by
the Executive within ten (10) days of receipt of written notice of said material
breach.

     "Change  of  Control"  shall  mean:  (i) the  acquisition  by any Person or
Persons  acting as a group (other than any existing  shareholder of the Company)
following the  Commencement  Date of more than 50% of the Company's  outstanding
voting  stock;  (ii) the merger of the Company with or into another  corporation
where the Company is not the surviving entity; (iii) any reverse merger in which
the Company's shareholders immediately prior to the merger do not have the right
to elect a majority of the members of the Board of the surviving entity; or (iv)
the sale of all or substantially all of the assets of the Company.

     "Confidential Information" means information that is not generally known to
the public 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.
Confidential  Information  does  not  include  any  information  that  has  been
published  in a form  generally  available  to the  public  prior to the date of
disclosure or use of such  information.  Information  will not be deemed to have
been published merely because  individual  portions of the information have been
separately  published,  but  only  if  all  material  features  comprising  such
information have been published in combination.

     "Employment Period" has the meaning set forth in Section 2 and Section 5 of
the Agreement.

     "Executive" means Agnes Hall.

     "Intellectual  Property"  has the  meaning  set  forth in  Section 7 of the
Agreement.

     "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 30 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.

     "Reimbursable  Expenses"  has the  meaning  set forth in Section 4.5 of the
Agreement.

     "Subsidiary"   means,   with  respect  to  any  Person,   any  corporation,
partnership,  limited liability company, association or other business entity of
which (a) if a  corporation,  a majority of the total  voting power of shares of
stock entitled  (without regard to the occurrence of any contingency) to vote in
the election of directors,  managers or trustees thereof is at the time owned or
controlled,  directly or indirectly, by that Person or a combination thereof, or
(b) if a partnership,  limited liability company,  association or other business
entity,  a majority of the  partnership  or other  similar  ownership  interests
thereof is at the time owned or  controlled,  directly  or  indirectly,  by that
Person or one or more Subsidiaries of the Person or a combination  thereof.  For
purposes of the Agreement, a Person or Persons will be deemed to have a majority
ownership interest in a partnership,  limited liability company,  association or
other  business  entity if such  Person or Persons  are  allocated a majority of
partnership,  limited  liability  company,  association or other business entity
gains or losses or control the managing director or member or general partner of
such  partnership,  limited  liability  company,  association  or other business
entity.

     Section 2.  Employment.  The Company hereby employs the Executive,  and the
Executive  hereby  accepts  employment  with the  Company,  upon the  terms  and
conditions set forth in the Agreement, for the period provided in Section 5 (the
"Employment Period").

     Section 3. Position and Duties.

     3.1 Position. During the Employment Period, the Executive will serve as the
Chief  Information  Officer for  Company and will  perform  such  executive  and
management  duties as may, from time to time, be determined  and assigned to the
Executive  by the  President  of the Company or his  designee  and shall  relate
primarily to the business and operations of the Company.

     3.2 Performance of Duties; Other Activities. The Executive shall devote her
best efforts, attention and skills toward performing her duties on behalf of the
Company,  and her full business and  professional  time to fully and  faithfully
perform  such  duties and  responsibilities  to the best of her  abilities  in a
diligent, trustworthy, businesslike and efficient manner. The Executive shall do
such traveling as may reasonably be required in connection  with the performance
of her duties and responsibilities hereunder.

     3.3 Reporting. The Executive will report to the president of the Company or
other person designated by the president of the Company.

     Section 4. Base Salary and Benefits.

     4.1 Base Salary.  During the Employment Period, the Executive's base salary
will be at the rate of $180,000 per annum (the "Base  Salary"),  plus  increases
the Board approves in its sole discretion  from time to time,  which Base Salary
will be payable by the Company in regular  installments  in accordance  with the
general payroll practices of the Company as in effect from time to time.

     4.2 Bonus.  In addition to the Base  Salary,  the Company  shall pay to the
Executive  an annual bonus (the  "Bonus"),  in  accordance  and payable with the
Company's Management Bonus Plan.

     4.3 Transaction Bonus. In the event of a Change of Control, Executive shall
be entitled to receive a transaction  Bonus  payable as follows:  (i) 50% of the
Executive's  current  Base  Salary  payable on the  closing  of the  transaction
constituting the Change of Control and (ii) 50% of the Executive's  current Base
Salary  payable  the  earlier of six month from the  closing of the  transaction
constituting the Change of Control or the Unjustified Termination of Executive.


     4.4  Benefits.  In  addition to the Base  Salary,  the  Executive  shall be
entitled to the following further benefits during the Employment Period:

     (a) such major medical,  dental,  life  insurance and disability  insurance
coverage  (collectively,  "Benefits") as is, or may from time to time during the
Employment  Period,  be  provided  for other  executive  officers of the Company
(provided that nothing herein  contained  shall be deemed to require the Company
to maintain any particular  plan or policy);  and, in connection  herewith,  the
Executive shall, upon  commencement of her full-time  employment  hereunder,  be
immediately enrolled in the Company's current benefit plans; and

     (b) four (4) weeks of paid vacation per year during the  Employment  Period
(to be taken at mutually convenient times so as not to unduly interfere with the
business of the Company); and

     (c) temporary housing in one of the Company's corporate apartments.


     4.4  Expenses.  The Company  shall  reimburse the Executive for any and all
reasonable expenses incurred by her in the course of performing her duties under
the Agreement  which are consistent  with the Company's  policies in effect from
time to time with respect to travel,  entertainment  and other business expenses
("Reimbursable Expenses"), subject to the Company's requirements with respect to
reporting and documentation of expenses.

     Section 5. Term and Termination.

     5.1 Term. The  Executive's  full-time  employment  hereunder shall commence
upon the (the  "Effective  Date"),  and,  unless  renewed or modified by written
agreement  between the Company and the  Executive,  the  Employment  Period will
terminate on the first  anniversary  following the Effective  Date (the "Term");
provided, that (a) the Employment Period shall terminate prior to such date upon
the  Executive'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.  Notwithstanding  the foregoing,
this Agreement shall automatically be renewed for successive additional terms of
one (1) year each (upon the  expiration of the Term).  The renewal term shall be
subject to the right of the Company to  terminate  this  Agreement by giving not
less than thirty (30) days written notice of termination to the Executive  prior
to the commencement of any renewal term, such termination to be effective at the
conclusion of the term or such renewal term.

     5.2 Unjustified  Termination.  Except as otherwise  provided in Section 5.3
below,  if the  Employment  Period  shall be  terminated  by the Company for any
reason other than (a) for Cause, (b) as a result of the Executive's resignation,
or (c) as a  result  of the  death  or  Permanent  Disability  of the  Executive
(collectively, an "Unjustified Termination"), the Executive shall be entitled to
receive (i) an amount equal to the Executive's  then current Base Salary and the
benefits to be provided to Executive,  as set forth in paragraph 4.4 (a) hereof,
for a six (6)  month  period  ("Severance  Period")  following  the  Unjustified
Termination  ("Severance  Pay"),  so long as the  Executive has not breached and
does not breach the  provisions  of Sections 6, 7, 8 or 9 of the  Agreement  and
(ii) reimbursement of all Reimbursable  Expenses incurred by the Executive prior
to the termination of the Employment Period.  However,  such Severance Pay shall
immediately  be  reduced  dollar for dollar by the amount of any salary or other
compensation  received by the  Executive  during the  Severance  Period from any
other entity or Person.

     5.3 Justified Termination.  If the Employment Period shall be terminated by
the Company prior to the first  anniversary of the Effective Date hereof (a) for
Cause, (b) as a result of the Executive's resignation, or (c) as a result of the
death or  permanent  disability  of the  Executive  (collectively,  a "Justified
Termination"),  the  Executive  shall be  entitled  to receive  her Base  Salary
through the date of termination and  reimbursement of all Reimbursable  Expenses
incurred by the Executive prior to the termination of the Employment  Period.  A
termination  for Cause shall  become  effective  on the date  designated  by the
Company. In the case of Justified  Termination,  Executive shall not be eligible
to receive,  and the Company  shall not be required to pay,  any  Severance  Pay
pursuant to Section 5.2 hereof.

     5.4 Benefits.  Except as otherwise  required by law, all of the Executive's
rights to  fringe  benefits  under the  Agreement,  if any,  accruing  after the
termination of the Employment Period as a result of a Justified Termination will
cease upon such Justified Termination.

     Section 6.  Nondisclosure  and  Non-Use of  Confidential  Information.  The
Executive will not at any time disclose or use any  Confidential  Information of
which the  Executive is or becomes  aware,  whether or not such  information  is
developed by her,  except to the extent that such  disclosure or use is directly
related to and required by the Executive's performance of duties assigned to the
Executive  pursuant to the Agreement.  The Executive  will take all  appropriate
steps  to  safeguard   Confidential   Information  and  to  protect  it  against
disclosure, misuse, espionage, loss and theft.

     Section  7.  Ownership  of  Intellectual  Property.In  the  event  that the
Executive,  as part of her activities on behalf of the Company or any Subsidiary
of the Company,  generates,  authors, or contributes to any service, design, new
development,  device,  product,  method, trade secret or process (whether or not
patentable or reduced to practice or compromising  Confidential  Information) or
any other form of Confidential  Information  relating  directly or indirectly to
the business of the Company or any  Subsidiary as now or  hereinafter  conducted
(collectively,  "Intellectual  Property"),  the Executive acknowledges that such
Intellectual  Property  is and shall be the sole and  exclusive  property of the
Company and its Subsidiaries,  and hereby assigns all right,  title and interest
in and to such  Intellectual  Property to the Company.  Any  copyrightable  work
prepared  in whole or in part by the  Executive  will be deemed "a work made for
hire" under Section  201(b) of the  Copyright  Act of 1976, as amended,  and the
Company  will own all of the  rights  comprised  in the  copyright  herein.  The
Executive  will promptly and fully disclose all  Intellectual  Property and will
cooperate  with the  Company  and its  Subsidiaries  to  protect  the  Company's
interests  in and  rights to such  Intellectual  Property  (including  providing
reasonable assistance in securing patent protection and copyright  registrations
and  executing  all  documents  as  reasonably  requested  by the Company or its
Subsidiaries),  whether such requests occur prior to or after termination of the
Executive's employment hereunder.

     Section 8.  Delivery  of  Materials  upon  Termination  of  Employment.  As
requested  by the  Company  from  time to time and upon the  termination  of the
Executive's  employment  with the  Company for any reason,  the  Executive  will
promptly deliver to the Company all copies and embodiments,  in whatever form or
medium,  of  all  Confidential  Information  or  Intellectual  Property  in  the
Executive's possession or within her control (including, without limitation, any
written records, notes, photographs, manuals, notebooks, documentation,  program
listings, flow charts, projections,  customer or supplier lists, magnetic media,
disks,  diskettes,  tapes and all other  materials  containing any  Confidential
Information or  Intellectual  Property)  irrespective of the location or form of
such  material  and, if requested by the Company,  will provide the Company with
written confirmation that all such materials have been delivered to the Company.

     Section 9. Non-Competition.  The Executive covenants and agrees that during
her  employment by the Company,  and for a period of one (1) year  following the
termination for any reason of such employment, she shall not, either directly or
indirectly,  without the prior written consent of the Company, on her own behalf
or in the service or on behalf of others serve  anywhere in the United States as
an owner,  manager,  stockholder  (except  as a holder of no more than l% 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 benefit management services ("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 Executive shall not, either directly or indirectly (i) solicit or
divert or  appropriate  to or for any  competing  business,  or (ii)  attempt to
solicit,  divert  or  appropriate  to or for  any  competing  business,  any PBM
Services offered,  sold or provided by the Company to or from those entities who
are now clients of the Company, joint venturers, or partners with the Company or
parties to which  Company  has  submitted  a proposal  to offer any  products or
services to customers of Third Party Clients within six (6) months prior to such
termination. As used herein, "Third Party Clients" shall mean those institutions
and businesses whose clients,  customers or members are solicited by the Company
for the purchase of PBM services.

     Section 10. Agreement Not to Solicit Employees.The  Executive covenants and
agrees that during her  employment  by the Company,  and for a period of two (2)
years following termination,  for any reason, of such employment,  she will not,
either directly or indirectly,  on her 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 11. Affiliates;  Equitable Relief. It is expressly  understood that
the provisions  and  limitations of Sections 6, 7, 8, 9 and 10 above shall apply
to and  with  respect  to any and  all  Confidential  Information,  Intellectual
Property,  employees and businesses of the Company and any of their subsidiaries
or  affiliates,   as  if  such  Persons  and  their  Confidential   Information,
Intellectual  Property,  employees  and  businesses  were  expressly  named  and
described herein. The Executive  acknowledges that a breach or threatened breach
by her of any of her  covenants  contained  in  Sections 6, 7, 8, 9 or 10 of the
Agreement  could cause  irreparable  harm to the  Company  and their  respective
affiliates,  for  which  it or  they  would  have  no  adequate  remedy  at law.
Accordingly,  and in  addition  to any  remedies  which  the  Company  or  their
affiliates  may have at law, in the event of an actual or  threatened  breach by
the  Executive  of her  covenants  contained in Sections 6, 7, 8, 9 or 10 of the
Agreement,  the Company and their  affiliates  shall have the absolute  right to
apply to any  court of  competent  jurisdiction  for  such  injunctive  or other
equitable  relief  as such  court  may  deem  necessary  or  appropriate  in the
circumstances.

     Section  12. No Prior  Agreements.  The  Executive  hereby  represents  and
warrants to the Company that the execution of the  Agreement by  Executive,  her
employment by the Company,  and the performance of her duties hereunder will not
violate or be a breach of any agreement with a former employer,  client,  or any
other  Person.  Further,  Executive  agrees to indemnify  and hold  harmless the
Company  and  its  officers,  directors,  and  representatives  for  any  claim,
including,  but not  limited  to,  reasonable  attorney's  fees and  expenses of
investigation, of any such third party that such third party may now have or may
hereafter come to have against the Company or such other persons,  based upon or
arising  out of any  non-competition  agreement,  invention,  secrecy,  or other
agreement  between Employee and such third party that was in existence as of the
date of the  Agreement.  To the  extent  that  Employee  had any oral or written
employment  agreement or  understanding  with the Company,  the Agreement  shall
automatically  supersede such agreement or understanding,  and upon execution of
the Agreement by Employee and the Company, such prior agreement or understanding
automatically  shall be  deemed to have  been  terminated  and shall be null and
void.

     Section 13. Miscellaneous.

     13.1  Remedies.  The  Company  and the  Executive  will have all rights and
remedies set forth in the  Agreement,  all rights and remedies which the Company
has been  granted at any time under any other  agreement  or contract and all of
the rights  which the Company has under any law. The Company will be entitled to
enforce such rights specifically,  without posting a bond or other security,  to
recover damages by reason of any breach of any provision of the Agreement and to
exercise all other rights granted by law or available in equity.

     13.2 Waivers and Amendments. The provisions of the Agreement may be amended
or waived only by a written agreement  executed and delivered by the Company and
the Executive.  No other course of dealing  between the parties to the Agreement
or any delay in exercising any rights  hereunder will operate as a waiver of any
rights of any such parties.

     13.3 Successors and Assigns.  All covenants and agreements contained in the
Agreement  by or on behalf of any of the  parties  hereto will bind and inure to
the benefit of any of the  parties  hereto will bind and inure to the benefit of
the parties and their  respective  heirs,  executors,  administrators,  personal
representatives,  successors and assigns,  whether so expressed or not; provided
that the Executive may not assign her rights or delegate her  obligations  under
the Agreement without the written consent of the Company.

     13.4 Severability.  Whenever possible, each provision of the Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of the  Agreement is held to be  prohibited  by or invalid
under  applicable law, such provision will be ineffective  only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the  remainder of the
Agreement.

     13.5 Counterparts.  The Agreement may be executed  simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all of which  counterparts taken together will constitute one and
the same agreement.

     13.6 Descriptive  Headings.  The descriptive  headings of the Agreement are
inserted for convenience only and do not constitute a part of the Agreement.

     13.7 Notices.  All notices,  demands or other communications to be given or
delivered  under or by  reason of the  provisions  of the  Agreement  will be in
writing and will be deemed to have been given when  delivered  personally to the
recipient,  two  business  days  after the date when  sent to the  recipient  by
certified or registered mail, return receipt requested and postage prepaid. Such
notices,  demands, and other communications will be sent to the Executive and to
the Company at the addresses set forth below.

                  If to the Executive:

                           Agnes Hall


                  If to the Company:

                           National Medical Health Card Systems, Inc.
                           26 Harbor Park Drive
                           Port Washington, NY 10050
                           Attn:  Jonathan Friedman, Esq.

                  With a copy to (which shall not constitute notice):

                           National Medical Health Card Systems, Inc.
                           26 Harbor Park Drive
                           Port Washington, NY 10050
                           Attn: James Bigl

     Or to such other  address or to the  attention  of such other Person as the
recipient party has specified by prior written notice to the sending party.

     13.8 No Third Party  Beneficiary.  The Agreement will not confer any rights
or remedies  upon any person other than the  Company,  the  Executive  and their
respective   heirs,   executors,   administrators,   personal   representatives,
successors and permitted assigns.

     13.9 Entire Agreement. The Agreement constitutes the entire agreement among
the  parties   and   supersedes   any  prior   understandings,   agreements   or
representations by or among the parties,  written or oral, that may have related
in any way to the subject matter hereof.

     13.10 Construction. The language used in the Agreement will be deemed to be
the language  chosen by the parties to express their mutual intent,  and no rule
of strict  construction  will be applied against any party. Any reference to any
federal,  state, local or foreign statute or law will be deemed also to refer to
all rules and regulations  promulgated  thereunder,  unless the context requires
otherwise.  The use of the word  "including" in the Agreement  means  "including
without  limitation"  and is  intended  by the  parties  to be by way of example
rather than limitation.

     13.11  Survival.  Sections  6, 7, 8,  9,  10 and 11 of the  Agreement  will
survive   and   continue   in  full  force  in   accordance   with  their  terms
notwithstanding any termination of the Employment Period.

     13.12 Governing Law. ALL QUESTIONS  CONCERNING THE  CONSTRUCTION,  VALIDITY
AND  INTERPRETATION  OF THER AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW, AND
NOT THE LAW OF CONFLICTS, OF THE STATE OF NEW YORK.

     13.13 Arbitration.  Except for any proceeding seeking equitable remedies in
respect hereof (including, without limitation, for enforcement of Sections 6 and
9 above),  any dispute or controversy  under the 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 her 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 the Agreement to the contrary,  the arbitrator  shall have no power
to delete from, add to or modify the terms of the  Agreement,  and may not award
any remedy which effectively conflicts directly or indirectly with any provision
of the  Agreement  as  written.  The  arbitrator's  power  shall be  limited  to
interpreting and enforcing the terms of the Agreement as written.


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

                                     National Medical Health Card Systems, Inc.

                                     By: ______________________________
                                         Name:
                                         Title:


                                     By: _________________________
                                         Agnes Hall