*EXHIBIT 10.15*

NATIONAL MEDICALHEALTH CARD SYSTEMS, INC. 

AMENDED AND RESTATEDEMPLOYMENT AGREEMENT 

        AMENDEDAND RESTATED EMPLOYMENT AGREEMENT, dated as of June 14, 2004, by and between NationalMedical Health Card Systems, Inc. (the “Company”) a Delaware corporation with anoffice and place of business at 26 Harbor Drive, Port Washington, NY 11050, and JamesBigl, who resides at 4010 NE 26th Ave., Lighthouse Point, FL 33064 (the“Executive”). 

RECITALS: 

        WHEREAS,the Executive serves as the President and Chief Executive Officer of the Company pursuantto the Employment Agreement dated May 3, 2000, as amended (the “ExistingAgreement”); 

        WHEREAS,the Company desires to appoint the Executive as Chairman of the Board of Directors of theCompany (the “Board”) and make other changes to the Existing Agreement; 

        WHEREAS,the Company desires to continue to employ the Executive as the President and ChiefExecutive Officer of the Company pursuant to the terms and subject to the conditionscontained herein; 

        WHEREAS,following the appointment of a successor to the Executive as President and /or ChiefExecutive Officer of the Company (the “Successor”), the Company desires toretain the Executive as a consultant to the Company pursuant to the terms and subject tothe conditions contained herein; and 

        WHEREAS,the Company and the Executive desire to amend and restate the Existing Agreement to setforth the terms and conditions upon which the Executive shall continue to serve theCompany. 

AGREEMENT: 

1.              TERM OF EMPLOYMENT. 

1.1   The Company hereby desires tocontinue to employ the Executive, and the Executive hereby accepts such continuedemployment with the Company, all in accordance with the terms and conditions hereof, for aterm (the “Employment Period” ) commencing on the date hereof and, unless theparties mutually agree in writing to extend such period, expiring (subject to earliertermination pursuant to the provisions of Section 5 hereof) on the earlier of (i) theappointment of the Successor, or (ii) October 31, 2006. 

2. DUTIES/POSITIONS. 

2.1   During the Employment Period, theExecutive shall continue to be employed by the Company as its President and ChiefExecutive Officer, and a member of the Board. The Executive shall report on a regularbasis directly to the Board and shall perform such duties consistent with his position asof such nature as are usually associated with such office, and the Executive shall havesuch powers relating to the Company as shall from time to time be assigned to him by theBoard. 

2.2   During the Employment Period, theExecutive shall devote his full business time, best efforts, energies, attention andability to the business and interests of the Company. Company acknowledges that withmanagement’s approval, such approval not to be unreasonably withheld, the Executivemay sit on boards of non-competing companies so long as the Executive’s involvementdoes not prevent the Executive from meeting his obligations to Company. The Company isundertaking a search for the Successor, and the Executive shall assist the Company in sucheffort. 

2.3   At such time as the Companyappoints one or more other individuals to serve as President and/or Chief ExecutiveOfficer of the Company, the Executive shall submit a letter to the Company resigning allof his offices with the Company and its subsidiaries and shall resign as an employee ofthe Company, but shall remain as the Chairman of the Board or Vice Chairman of the Boardand shall be retained as a consultant of the Company on the terms and conditions specifiedin Section 7 below. 

2.4   Promptly following the datehereof, the Board shall appoint the Executive as the Chairman of the Board. 

3.              COMPENSATION DURING EMPLOYMENT PERIOD. 

3.1   As full compensation for hisservices and undertakings during the Employment Period, the Executive shall receive asalary at the rate of $325,000.00 per year, subject to adjustment as hereafter provided,payable in twenty-six equal installments or other more frequent installments in accordancewith the regular pay policies of the Company. The Executive’s annual bonus for fiscal2004 shall be determined by the compensation committee of the Board under the 2004 annualbonus plan. Furthermore, the Executive shall receive a full year bonus for the fiscal year2005, as determined pursuant to a bonus plan for fiscal 2005 to be adopted by thecompensation committee of the Board, should the Executive serve as President and ChiefExecutive Officer of the Company at least through January 1, 2005. For the purposes ofcalculating the Executive’s annual bonus, such calculation shall excludedistributions made to holders of the Company’s preferred stock or distributions madepursuant to other financing instruments. 

3.2   During the Employment Period, theExecutive shall also be entitled to (a) four (4) weeks paid vacation annually, (b)participate in group medical insurance and other benefits or programs of the Companyhereafter established and made available by the Company to its executives, and (c)officers/directors insurance, the cost of which will be borne by the Company. 

3.3   The Company shall deduct from theExecutive’s salary, bonus or incentive compensation any federal, state or citywithholding taxes, social security contributions and any other amounts which may berequired to be deducted or withheld by the Company pursuant to any federal, state or citylaws, rules or regulations. 

3.4   During the Employment Period (andnot following the termination of the Executive’s employment), the Company shall paythe Executive the sum of $10,000 per calendar quarter for non-accountable expensesincurred by him in connection with the performance of his duties or in furtherance of thebusiness and/or interest of the Company. 

3.5   During the Employment Period, theCompany shall afford the Executive the right to be a selling shareholder in connectionwith any offering of equity securities by the Company or another selling shareholder withwhich the Company cooperates so long as such participation is not in conflict orinconsistent with any other agreement of the Company in effect on October 30, 2003,provided that the Executive may only sell up to one-third of the shares held by theExecutive (on a fully diluted basis) as of the date of this Agreement and further providedthat such sales by the Executive has been consented to by the lead Underwriter of theoffering. 

4.              STOCK OPTIONS. 

4.1   The Company has previouslygranted the Executive the following options (collectively referred to herein as the“Existing Options”): (a) an option to acquire 100,000 shares of theCompany’s Common Stock at a price per share of $4.00 pursuant to a stock optionagreement dated June 12, 2000 (the “June 2000 Option”); (b) an option to acquire11,000 shares of the Company’s Common Stock at a price per share of $1.67 pursuant toa stock option agreement dated February 20, 2001 (the “February 2001 Option”)(c) an option to acquire 20,000 shares of the Company’s Common Stock at a price pershare of $3.00 pursuant to a stock option agreement dated June 12, 2001 (the “June2001 Option”); (d) an option to acquire 100,000 shares of the Company’s CommonStock at a price per share of $9.00 pursuant to a stock option agreement dated April 30,2002 (the “April 2002 Option”); (e) an option to acquire 350,000 shares of theCompany’s Common Stock at a price per share of $9.45 pursuant to a stock optionagreement dated June 26, 2002 (the “June 2002 Option”); and (f) an option toacquire 50,000 shares of the Company’s Common Stock at a price per share of $10.47pursuant to a stock option agreement dated July 22, 2003 (the “July 2003Option”). 

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

4.3  (a)  The Company acknowledges thatall of the Existing Options became fully vested upon consummation of the closing date (the“Closing Date”) of the transaction (the “New Mountain Transaction”)contemplated by Preferred Stock Purchase Agreement (the “Purchase Agreement”)dated as of October 30, 2003 by and between the Company and New Mountain Partners, L.P.(the “Purchaser”). 

(b)              Notwithstanding the provisions of Section 4.3(a), except as provided in Section          4.3(c) below, the Executive shall continue to be restricted from exercising          certain Existing Options as set forth below: 

(i)              with respect to the Existing Option to acquire 350,000 shares of the          Company’s Common Stock pursuant to the June 2002 Option, such option shall          become exercisable with respect to one-third of the shares on June 12, 2004 and          an additional one-third of the shares subject to such option on each of the          first two anniversaries of that date; and 

(ii)              with respect to the Existing Option to acquire 50,000 shares of the          Company’s Common Stock pursuant to the July 2003 Option, such option shall          become exercisable with respect to one-third of the shares on June 12, 2004 and          an additional one-third of the shares subject to such option on each of the          first two anniversaries of that date. 

(c)              If the Executive’s employment with the Company terminates for any reason          (including by reason of death or disability) (other than as a result of the          Executive’s commencement of service as a consultant pursuant to Section 7          below) or the Executive’s consultancy with the Company terminates for any          reason (including by reason of death or disability), each of the Existing          Options, to the extent not then exercisable, shall become immediately          exercisable by the Executive on the date of such termination; provided, however,          that, if the Executive’s employment or consultancy with the Company is          terminated (a) by the Company for Cause pursuant to Section 5.2 or (b) by the          Executive other than for Good Reason (but not in the case of the          Executive’s death or disability), the Company shall have the right to elect          to unilaterally amend each of the Existing Options, to the extent not then          exercisable, such that each such option will not become immediately exercisable          by the Executive on the date of such termination and will instead (x) remain          outstanding until such option’s expiration date and (y) continue to become          exercisable pursuant to the schedule set forth in clauses (i) and (ii) of          Section 4.3(b). All of the restrictions on exercise contained in clauses (i) and          (ii) of Section 4.3(b) shall lapse and be of no further force or effect upon the          occurrence of a Change of Control (as defined below) following the date hereof,          without regard to the Executive’s status as an employee or consultant or          otherwise. For the purposes of this Section 4.3(c), a Change of Control shall          mean (i) the acquisition by any person or persons acting as a group (other than          any existing stockholder of the Company holding more than 4% of the          Company’s outstanding Common Stock as of October 30, 2003) following the          date hereof of more than 50% of the Company’s outstanding voting stock;          (ii) the acquisition by the Purchaser of 100% of the outstanding capital stock          of the Company; (iii) the merger of the Company with or into another corporation          where the Company is not the surviving entity and the Company’s          stockholders immediately prior to the merger do not have the right to elect a          majority of the members of the Board of Directors of the surviving entity; (iv)          any reverse merger in which the Company’s stockholders immediately prior to          the merger do not have the right to elect a majority of the members of the Board          of Directors of the surviving entity; or (v) the sale of all or substantially          all of the assets of the Company. Notwithstanding anything to the contrary          contained in this Section 4.3(c) or the Existing Options, the Company will enter          into an arrangement with the Executive in anticipation of or in connection with          any voluntary or involuntary termination (including by reason of death or          disability) of his employment or consultancy under this Agreement to permit the          Executive or the Executive’s estate or personal representative a reasonable          opportunity to exercise the Existing Options, to the extent that Executive would          not otherwise have such ability, provided that nothing in this sentence shall          affect the Company’s rights contained in the proviso to the first sentence          of this paragraph. 

(d)              Notwithstanding anything herein to the contrary, the restrictions on exercise          contained in clauses (i) and (ii) of Section 4.3(b) shall lapse and be of no          further force or effect if the Company does not appoint a Successor on or before          April 30, 2005. 

5.              TERMINATION OF EMPLOYMENT. 

5.1 If the Executive dies or becomesdisabled during the Employment Period, his salary and, except as otherwise providedhereunder, all other rights under this Agreement shall terminate at the end of the monthduring which death or disability occurs. For the purposes of this Agreement, the Executiveshall be deemed to be “disabled” if he has been unable to perform his duties forsix consecutive months or nine months in any twelve-month period, all as determined ingood faith by the Board. Notwithstanding the definition of disabled contained in thepreceding sentence, in the event that the Executive is receiving disability insurancebenefits during any period prior to the termination of his employment with the Company asprovided in this Section 5.1, the Executive’s salary shall be reduced by an amountequal to such disability insurance benefits during such period. 

5.2 The Company, in addition to anyother remedies available to it, either at law or in equity, may terminate theExecutive’s employment with the Company without any further liability or obligationto the Executive under this Agreement from and after the date of such termination (exceptas provided in Section 4.3(c)), by delivering to the Executive written notice of atermination for Cause as hereinafter defined. For purposes hereof, “Cause” shallmean the occurrence of any of the following events: 

(a)              commission by the Executive of a material breach of this Agreement which, if          curable, remains uncured for fifteen (15) days after the Executive receives          written notice thereof, 

(b)              indictment of the Executive for a felony or other serious crime, or 

(c)              acts of gross misconduct. 

5.3 (a) In the event that the Companyterminates the Executive’s employment during the Employment Period for any reason(including death or disability) other than for Cause in accordance with this Agreement orshould the Executive terminate his employment during the Employment Period by deliveringto the Company written notice of a termination for “Good Reason” as hereinafterdefined (but not in the event of termination by the Executive without Good Reason), theCompany shall pay (i) the Executive an amount equal to two years salary and bonus basedupon the trailing twelve months in a single lump sum on the next regularly scheduled paydate, and (ii) subject to Section 7.6, without duplication, the Executive’s and hisdependents COBRA continuation coverage premiums for a period of 18 months following suchtermination and, thereafter, the cost of conversion coverage for the Executive and hisdependents for a period of six months, but, in either case, not beyond theExecutive’s commencement of other substantially full time employment. The partiesagree and acknowledge that neither (x) the expiration of the Employment Period nor (y) thetermination of the Executive’s employment hereunder in connection with, or thechanges in duties, responsibilities, reporting relationship or title resulting from, thecommencement of the Executive’s service as a consultant pursuant to Section 7 belowwill entitle the Executive to any payments or benefits under this Section 5.3. 

(b)              The parties hereto acknowledge that the Executive shall not be entitled to any          payments or benefits under this Section 5.3 upon the expiration of the          Employment Period or as a result of the termination of his consultancy pursuant          to Section 7 below or the expiration of the Consulting Period (as defined below)          pursuant to Section 7 below. 

5.4      For purposes hereof, "Good Reason" shall mean the occurrence of any of the following events:

(a)              a material diminution during the Employment Period in the Executive’s          duties, responsibilities, reporting relationship or title as set forth in          Section 2.1 hereof; 

(b)              a breach by the Company of the compensation and benefits provisions set forth in          Section 3 hereof; 

(c)              a material breach by the Company of any of the other terms of this Agreement; or 

(d)              the Executive is no longer a member of the Board (other than by reason of his          resignation or failure to stand for re-election). 

6.              OPTION GRANT. 

6.1   The Executive shall be grantednon-qualified options (the “Options”) to purchase 50,000 shares of theCompany’s Common Stock (the “Option Shares”) at an exercise price of $36.10per share. The Options will be fully vested and exercisable from and after the datehereof. The Options shall be evidenced by a Stock Option Agreement to be prepared by theCompany. 

6.2   During the period commencing onthe date hereof and ending on the first anniversary of the date hereof, the Executive maynot Dispose (as defined below) of more than 30,000 of the Option Shares (subject toadjustment to reflect stock splits, recapitalization and other similar events) in theaggregate. During the period commencing on the date hereof and ending on the secondanniversary of the date hereof, the Executive may not Dispose of more than 40,000 of theOption Shares (subject to adjustment to reflect stock splits, recapitalization and othersimilar events) in the aggregate. From and after the second anniversary of the datehereof, the Executive may Dispose of any or all of the Option Shares, subject toapplicable law. For purposes hereof, the term “Dispose” shall mean (i) lend,offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchaseany option or contract to sell, grant any option, right or warrant to purchase, orotherwise transfer or dispose of, directly or indirectly, the applicable Option Shares orany securities convertible into or exercisable or exchangeable for such shares, or (ii)enter into any swap or other arrangement that transfers to another, in whole or in part,any of the economic consequences of ownership of the applicable Option Shares, whether anysuch transaction described in clause (i) or (ii) above is to be settled by delivery ofsuch shares of Option Shares or such other securities, in cash or otherwise.Notwithstanding the foregoing, the Executive may immediately Dispose of all of the OptionShares (subject to applicable law) upon the occurrence of a Change of Control or if hisemployment or consultancy is terminated by the Company without Cause (other than inconnection with the Executive’s commencement of service as a consultant pursuant toSection 7 below), by the Executive for Good Reason or due to his death or disability. Inorder to enforce the foregoing covenant, the Company may impose stop-transfer instructionswith respect to the securities of the Executive until the end of the applicable periods. 

6.3     Section 5.5 of the ExistingAgreement is hereby terminated without any liability on the part of the Company. 

6.4      The Executive's obligation under Section 3.6 of the Existing Agreement are hereby terminated.

7.              TERMS AND CONDITIONS OF CONSULTANCY. 

7.1   Unless the Executive’semployment hereunder is terminated pursuant to Section 5 above, the Company shall retainthe Executive as a nonexclusive, independent consultant, and the Executive shall serve insuch capacity, all in accordance with the terms and conditions hereof, for a period (the“Consulting Period”) commencing immediately following the termination of theEmployment Period and expiring, unless sooner terminated by either party on 30 days priorwritten notice or due to the Executive’s death or disability, on the secondanniversary of the commencement of the Consulting Period. 

7.2   During the Consulting Period, theExecutive shall receive an annual consulting fee of $125,000, payable in equal monthlyinstallments on the fifteenth day of each month during the Consulting Period. In addition,during the Consulting Period, (a) the Executive shall be entitled to receive an amount ofoptions normally granted to non-employee members of the Board, on terms and conditionstypically contained in such options, and (b) for as long as the Executive is a director,and shall be entitled to be covered by officers/directors insurance, the cost of which tobe borne by the Company. 

7.3   During the Consulting Period, theExecutive shall serve as a senior level consultant to the Board with regard to bothtransition matters and other strategic matters of the Company and shall have dutiescommensurate with those of senior management consultants of similarly sized companies. TheConsultant shall devote, on average, approximately forty hours per month to theperformance of his obligations hereunder to the Company and shall maintain written recordsand appropriate documentation with respect to such obligations. 

7.4   If, prior to the expiration ofthe Consulting Period, (i) the Company terminates the Executive’s consultancy for anyreason (including by reason of death or disability) other than Cause or (ii) the Executiveterminates his consultancy for Good Reason (which, for these purposes, shall also include,the Board removing the Executive as Chairman and Vice Chairman of the Board), then,provided that the Executive has resigned from the Board and executed a mutually acceptablereciprocal release with the Company having customary terms and exceptions, the Companyshall pay the Executive $125,000 in a single lump sum and the provisions of Section 4.3(c)shall apply to the Existing Options. 

7.5   The Executive, as an independentcontractor (rather than an employee of the Company), shall have no authority to legallybind the Company in his capacity as a consultant and shall not hold himself out as havingsuch authority and, unless otherwise provided herein, shall not be entitled to anybenefits available to employees of the Company. 

7.6   For a period of two yearsfollowing the commencement of the Consulting Period, the Executive shall continue toreceive the group medical insurance and other welfare benefits that he received at thetime his employment with the Company terminated, or the Company shall in the alternativereimburse the Executive for the reasonable costs of such benefits to the extent theExecutive is no longer entitled to such benefits under the terms of the applicable plan. 

7.7   The Company will reimburse theExecutive for reasonable business expenses in connection with the performance of hisconsultancy services hereunder in accordance with the Company’s standardreimbursement policy. 

8.              COVENANT NOT TO DISCLOSE. 

8.1   The Executive covenants andundertakes that he will not at any time during or after the termination of his employmenthereunder reveal, divulge, or make known to any person, firm, corporation, or otherbusiness organization (other than the Company or its affiliates, if any), or use for hisown account any customers’ lists, trade secrets, or any secret or any confidentialinformation (“Confidential Information”) of any kind used by the Company duringhis employment by the Company, and made known (whether or not with the knowledge andpermission of the Company, whether or not developed, devised, or otherwise created inwhole or in part by the efforts of the Executive, and whether or not a matter of publicknowledge unless as a result of authorized disclosure) to the Executive by reason of hisemployment by the Company. The Executive further covenants and agrees that he shall retainsuch knowledge and information which he has acquired or shall acquire and develop duringhis employment respecting such Confidential Information in trust for the sole benefit ofthe Company, its successors and assigns and upon termination of his employment with theCompany, return same to the Company. The Executive shall, if asked to by the Company, signa statement acknowledging, among other things, that the Executive has returned all suchConfidential Information. 

9.              COVENANT NOT TO COMPETE; NON-INTERFERENCE. 

9.1   The Executive covenants andundertakes that during his employment by the Company and for a period of three (3) yearsfollowing the termination for any reason of his employment or consultancy, as the case maybe, with the Company, he will not, whether for his own account or for the account of anyother person, firm, corporation or other business organization, interfere with theCompany’ s relationship with, or endeavor to entice away from the Company any person,firm, corporation or other business organization who or which at any time during theExecutive’s employment with the Company was an executive, consultant, agent,supplier, customer or active prospect of the Company or in the habit of dealing with theCompany. 

9.2   The Executive covenants andagrees that during his employment by the Company, and for a period of two (2) yearsfollowing the termination for any reason of his employment or consultancy, as the case maybe, he shall not, either directly or indirectly, without the prior written consent of theCompany, on his own behalf or in the service or on behalf of others serve anywhere in theUnited States as an owner, manager, stockholder (except as a holder of no more than l% ofthe issued and outstanding stock of a publicly traded company), consultant, director,officer or executive of any business entity (other than the Company) that provides,develops or sells prescription PBM Services. For the purpose of this Agreement, PBMServices shall mean, services associated with the prescription benefit managementbusiness, including but not limited to: (i) claims administration, (ii) establishment andadministration of a pharmacy network and benefits, (iii) mail order pharmacy services (byphone, fax or internet), (iv) drug utilization review, (v) disease state management anddelivery of specialty pharmacy benefits, (vi) formulary creation and administration, (vii)rebate negotiation and administration, and (viii) therapeutic substitution programs.Notwithstanding the foregoing, the Executive may sit on the Board of Directors of oneother company and may pursue other outside business interests so long as such interests donot conflict with duties or responsibilities the Executive owed to Company. 

10.              COVENANT TO REPORT; PATENT, ETC. 

10.1   The Executive shall promptlycommunicate and disclose to the Company all inventions, discoveries, improvements and newwritings, in any form, whatsoever (hereinafter “Inventions” ) including, withoutlimitation, all software, programs, routines, techniques, procedures, training aides andinstructional manuals conceived, developed or made by him during his employment by theCompany, whether solely or jointly with others, and whether or not patentable orcopyrightable, (A) which relate to any matters or business carried on or being developedby the Company, or (B) which result from or are suggested by any work done by him in thecourse of his employment by the Company. The Executive shall also promptly communicate anddisclose to the Company all other data obtained by him concerning the business or affairsof the Company in the course of his employment by the Company. 

10.2   All written materials, recordsand documents made by the Executive or coming into his possession during his employment orconsultancy concerning the business or affairs of the Company shall be the sole propertyof the Company, and, upon the later of termination of his employment or consultancy orupon the request of the Company during his employment or consultancy, the Executive agreesto render to the Company such reports of the activities undertaken by the Executive orconducted under the Executive’s direction, pursuant hereto during his employment orconsultancy as the Company may request. 

10.3   The Executive will assign to theCompany all right in the Inventions and will assist the Company or its designee during andsubsequent to his employment or consultancy, at the Company’s sole expense, in filingpatent and/or copyright applications on, and obtaining for the Company’ s benefitpatents and/or copyrights for such Inventions in any and all countries, and will assign tothe Company all such patent and/or copyright applications, all patents and/or copyrightswhich may issue thereon, said Inventions to be and remain the sole and exclusive propertyof the Company or its designee whether or not patented and/or copyrighted. 

10.4   Any Invention conceived,developed or made by the Executive and related to the Executive’s responsibilities atCompany, within one (1) year of the termination of his employment, whether suchtermination of employment is voluntary or involuntary, shall be deemed to have arisen outof and been conceived, developed or made by the Executive during his employment by theCompany, unless established to have been conceived, developed or made after thetermination of such employment. 

11. REMEDIES. 

The Executive acknowledges that theCompany will have no adequate remedy at law if the Executive violates the terms of Section8, 9 or 10 hereof. In such event, the Company shall have the right, in addition to anyother rights it may have, to obtain in any court of competent jurisdiction injunctiverelief to restrain any breach or threatened breach of or otherwise to specifically enforceany of the covenants of such Sections. 

12.              COMPLIANCE WITH OTHER AGREEMENTS. 

12.1   The Executive and the Companyrepresent and warrant to the other that each is under no contract, restriction orobligation which is inconsistent with execution of this Agreement or the performance ofhis/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 inconnection 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.; or 

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

13.              WAIVERS. 

A waiver by the Company or theExecutive of a breach of any of the provisions of this Agreement shall not operate or beconstrued as a waiver of any subsequent breach. 

14.              BINDING EFFECT; BENEFITS. 

Subject to the provisions of Section5 hereof, this Agreement shall inure to the benefit of, and shall be binding upon, theparties hereto and their respective successors, assigns, heirs, and legal representatives,including any corporation or other business organization with which the Company may mergeor consolidate or to which it may transfer substantially all of its assets. Insofar as theExecutive is concerned, this Agreement, being personal, cannot be assigned. 

15. NOTICES. 

All notices, requests, demands andother communications which are required or may be given under this Agreement shall be inwriting and shall be deemed to have been duly given or made when delivered in person, bycourier, by facsimile transmission (with proof of delivery), or four (4) days afterdispatch by registered or certified mail, postage paid, return receipt requested, to theparty to whom the same is so given or made, to the address of such party hereinabove setforth. 

16.              ENTIRE AGREEMENT; AMENDMENTS; SURVIVAL COVENANTS. 

This Agreement contains the entireagreement and supersedes all prior agreements and understandings, oral or written, betweenthe parties hereto with respect to the subject matter hereof (including the ExistingAgreement), other than the Existing Options. This Agreement may not be waived, changed,amended, modified or discharged orally, but only by an agreement in writing signed by theparty against whom any waiver, change, amendment, modification or discharge is sought. Thecovenants of the Executive contained in Sections 8, 9 and 10 of this Agreement (and theother provisions of this Agreement that survive its termination) shall survive thetermination of the Employment Period and the Consulting Period. 

17. HEADINGS. 

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

18. SEVERABILITY. 

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

19. COUNTERPARTS. 

This Agreement may be executed in anynumber 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. 

20.              GOVERNING LAW. 

This Agreement shall be governed byand construed in accordance with the laws of the State of New York, without giving effectto principles relating to conflict of laws. 

21. INDEMNIFICATION. 

The Company shall, to the fullestextent permitted by law and by its Certificate of Incorporation and By-laws, indemnify theExecutive and hold him harmless for any acts or decisions made by him in good faith whileperforming his duties pursuant to this Agreement. 

22.              LEGAL FEES. 

The Executive’s reasonable legalcosts incurred by the Executive in connection with the negotiation of this Agreement andrelated matters shall be borne by the Company up to a maximum of $25,000. 

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