Exhibit 10.49

                 NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT, dated as of October 14, 2002, 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 BERT E. BRODSKY, who resides at South Road, Harbor Acres, Sands
Point, New York 11050 (the "Executive").

                                    RECITALS:

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

     B. The Company wishes to assure itself of the services of the Executive for
the period provided in this Agreement,  and the Executive is willing to serve in
the  employ  of  the  Company,   except  for  other  disclosed  obligations  and
investments,   for  said  period,  and  upon  the  other  terms  and  conditions
hereinafter provided.

                                   AGREEMENT:

1 TERM OF EMPLOYMENT.

     1.1 The Company  hereby  employs the  Executive,  and the Executive  hereby
accepts  employment  with the  Company,  all in  accordance  with the  terms and
conditions  hereof,  for a term  of  one  (1)  year  (the  "Employment  Period")
commencing on the Commencement Date (as defined in Subsection 1.2 hereof).  This
Agreement shall automatically be renewed for successive  additional terms of one
(1) year each (upon the expiration of the Term).  The term and each renewal term
shall be subject to the right of the  Company to  terminate  this  Agreement  by
giving not less than  ninety  (90) days  written  notice of  termination  to the
Executive,  such  termination  to be effective at the conclusion of such renewal
term.

     1.2 As used in this Agreement, the term "Commencement Date" shall mean July
1, 2002.

2.  DUTIES.

     During the  Employment  Period,  the  Executive  shall be  employed  by the
Company and shall serve as its Executive Chairman of the Board and shall perform
such duties 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.
Notwithstanding the foregoing, the Executive may, with or without the consent of
the Company,  perform  duties for entities other than the Company on a part-time
basis, provided,  however that such duties do not interfere with the Executive's
obligations under this Agreement.

3.  COMPENSATION.

     3.1 As full compensation for his services and undertakings pursuant to this
Agreement,  the Executive  shall receive a salary per year equal to  Executive's
current  salary under  Executive's  Employment  Agreement  dated July 1 1999, as
amended,  with the Company,  subject to adjustments  from time to time as may be
determined in the sole discretion of the Compensation  Committee of the Company.
Such  salary  shall be  payable  in equal  monthly  installments  or other  more
frequent  installments  in  accordance  with the  regular  pay  policies  of the
Company.  In addition,  the Executive shall be entitled to receive such bonus or
incentive  compensation  and salary  increases  as the Board of Directors of the
Company  may,  on the basis of the  Company's  performance  or other  reasonable
criteria,  deem  appropriate  provided the same is approved by the  Compensation
Committee of the Company.

     3.2 During the Employment  Period, the Executive shall also be (a) provided
with a full-time use of a Company automobile (b) entitled to five (5) weeks paid
vacation annually and (c) entitled to participate in group medical insurance and
other  benefits  or  programs  of the  Company  hereafter  established  and made
available by the Company to its Executives. Premiums regarding medical insurance
and other benefits or programs of the Company shall be paid for by the Company

     3.3 The  Company  shall  deduct  from  the  Executive'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.

     3.4  The  Company  shall  reimburse  the  Executive,  or  cause  him  to be
reimbursed,  for all reasonable  out-of-pocket  expenses  incurred by him in the
performance of his duties  hereunder or in  furtherance  of the business  and/or
interest  of the  Company,  provided,  however,  that the  Executive  shall have
previously  furnished to the Company an itemized  account,  satisfactory  to the
Company, in substantiation of such expenditures.

4. OPTIONS.

     4.1 From time to time and at the discretion of the Board of Directors,  the
Executive  may be granted  options to purchase  shares of the  Company's  common
stock,  which may be exercised  in  accordance  with the terms of the  Company's
option plans.

     4.2 The Company shall hold Executive harmless from any golden parachute tax
imposed by any federal,  state or local  taxing  authority as a result of any of
the  payments  made  pursuant to this  Agreement,  including  any Stock  Options
granted to Executive by the Company.  Payment of such golden  parachute tax plus
any  additional  taxes imposed as a result of the payment by the Company of such
golden  parachute  tax,  shall be made at the time  Executive is required to pay
such golden parachute tax.  Executive agrees to cooperate fully with the Company
in any protest or appeal by the Company in the event of the  imposition  of such
golden parachute tax.

5.  TERMINATION.

     5.1 If the Executive dies or becomes disabled during the Employment Period,
his salary and all other  rights  under this  Agreement  shall  continue for the
remaining  Employment  Period  subsequent to the date of the  occurrence of such
death or disability.  For the purposes of this Agreement, the Executive shall be
deemed to be  "disabled"  if he has been  unable to  perform  his duties for six
consecutive months or nine months in any twelve-month  period, all as determined
in good faith by the Board of  Directors  of the  Company.  Notwithstanding  the
definition of disabled  contained in the preceding  sentence,  in the event that
the Executive is receiving disability insurance benefits during any period prior
to  termination  of  this  Agreement  as  provided  in  this  Section  5.1,  the
Executive's  salary  shall be  reduced  by an  amount  equal to such  disability
insurance benefits during such period.

     5.2 Company may  terminate  this  Agreement  without cause by delivering to
Executive  written notice of same four (4) weeks prior to such effective date of
termination. Executive shall be entitled to severance pay for the balance of the
Employment Period based on the annual rate of compensation in effect at the time
of  termination   or  one  year's   compensation,   whichever  is  greater.

6.   NON-COMPETITION.

     The  Executive  covenants  and agrees  that  during his  employment  by the
Company,  and for a period of one (1) year  following  the  termination  for any
reason of such employment, 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 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  PBM
Services that are similar to or competitive to those  provided,  offered or sold
by the Company;  and for a period of two 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.  As used herein, "PBM
Services"  shall  mean  services   associated  with  the  prescription   benefit
management  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, (vi) formulary creation al1d administration,  (vii) rebate negotiation
and administration, and (viii) therapeutic substitution programs.

7. WAIVERS.

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

8. BINDING EFFECT; BENEFITS.

     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 assets.  Insofar as the Executive is  concerned,  this
Agreement, being personal, cannot be assigned.

9. 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 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.

10. 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 Executive  contained in Sections 6, 7
and 8 (insofar as they relate to the Employment  Period) of this Agreement shall
survive the termination of the Employment Period.

11.      HEADINGS.

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

12.      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  enforceable,
such provisions shall be interpreted to be only so broad as is enforceable.

13.      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.


14.      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.


<PAGE>



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

                                     NATIONAL MEDICAL HEALTH CARD
                                     SYSTEMS, INC.




                                     By:
                                         -------------------------------------
                                         James Bigl
                                         President and Chief Executive Officer




                                     By:
                                          ------------------------------------
                                          Bert E. Brodsky