EXHIBIT 10.22


     AMENDMENT  NO. 2,  dated as of June 30,  2003  ("Amendment  No.  2") to the
Receivables  Purchase and Transfer  Agreement,  dated as of January 29, 2002 (as
amended,  restated,  supplemented,  or otherwise modified from time to time, the
"RPTA"),  among  NATIONAL  MEDICAL  HEALTH CARD  SYSTEMS,  INC.,  a  corporation
organized  under the laws of the State of Delaware  (together with its corporate
successors and assigns,  "NMHC", and in its capacity as initial primary servicer
thereunder,  the "Primary  Servicer"),  each of the entities named on Schedule I
thereto (each, including NMHC, together with each one's corporate successors and
assigns, a "Provider" and collectively, the "Providers"), and NMHC FUNDING, LLC,
a limited  liability  company  organized under the laws of the State of Delaware
(together with its corporate  successors and assigns,  the  "Purchaser") and HFG
HEALTHCO-4  LLC (together with its  successors  and assigns,  the "Lender"),  as
assignee of the Purchaser.  Unless otherwise  defined herein,  terms in the RPTA
are used herein as therein defined.

     WHEREAS,  the Primary  Servicer and the Providers  have  requested that the
Purchaser  agree to amend  certain  provisions  of the RPTA and that the  Lender
consent to such amendments.

     WHEREAS,  the Purchaser is willing to agree to the amendments  requested by
the Primary Servicer and the Providers,  and the Lender is willing to consent to
such amendments, subject to the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged,  and subject to the fulfillment of the conditions set forth below,
the parties hereto agree as follows:

SECTION 1.        AMENDMENTS TO RPTA

     1.1 Exhibit I to the RPTA is hereby amended to add the following definition
thereto in the appropriate alphabetical order:

     "Availability"  means,  at any date of  determination,  the  amount  of the
difference  between (i) the Borrowing  Limit (as defined in the Loan  Agreement)
and (ii) the Lender Debt (as defined in the Loan Agreement).

     1.2  Paragraph  (bb) of  Exhibit  V to the RPTA is  hereby  amended  in its
entirety and the following shall be substituted therefor:

                           (bb)     The ratio of (i) Current Assets plus
                                    Availability to (ii) Current Liabilities is
                                    less than 1.00 calculated at any time from
                                    June 30, 2003 until the Facility Termination
                                    Date.

SECTION 2.        MISCELLANEOUS

     2.1 Each of the Providers  represents  and warrants that no unwaived  event
has occurred and is continuing  which  constitutes  an Event of  Termination,  a
Group-Wide  Event  of  Termination  or a  Servicer  Termination  Event  or would
constitute  such an Event of  Termination,  Group-Wide  Event of  Termination or
Servicer Event of Termination  but for the  requirement  that notice be given or
time elapse or both.

     2.2 The terms "Agreement",  "hereof", "herein" and similar terms as used in
the RPTA  shall  mean and refer to,  from and  after the  effectiveness  of this
Amendment  No. 2, the RPTA as amended by this  Amendment No. 2, and as it may in
the future be amended,  restated,  modified or supplemented from time to time in
accordance  with its terms.  Except as specifically  agreed herein,  the RPTA is
hereby  ratified  and  confirmed  and shall  remain in full  force and effect in
accordance with its terms.

     2.3 THIS  AMENDMENT NO. 2 SHALL,  IN ACCORDANCE  WITH SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK,  WITHOUT  REGARD TO ANY CONFLICT OF LAWS  PRINCIPLES  THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

     2.4 This  Amendment  No. 2 may be executed in  counterparts,  each of which
when so executed  shall be deemed to be an original  and all of which when taken
together shall constitute one and the same agreement.

     2.5 Delivery of an executed  counterpart  of a signature page by telecopier
shall be effective as delivery of a manually executed counterpart.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>





     IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No. 2 to
be executed by their respective  officers  thereunto duly authorized,  as of the
date first above written.


PROVIDERS:                             NATIONAL MEDICAL HEALTH CARD
                                       SYSTEMS, INC., a corporation organized
                                       under the laws of the State of Delaware


                                        By: /s/David Gershen
                                           ------------------------------------
                                           Name: David Gershen
                                           Title:CFO


                                        PHARMACY ASSOCIATES, INC.


                                        By: /s/ David Gershen
                                           ------------------------------------
                                           Name: David Gershen
                                           Title:CFO


                                        INTERCHANGE PMP, INC.


                                        By: /s/David Gershen
                                           ------------------------------------
                                           Name: David Gershen
                                           Title:CFO


                                         SPECIALTY PHARMACY CARE, INC.


                                         By: /s/David Gershen
                                           ------------------------------------
                                           Name:David Gershen
                                           Title:CFO


<PAGE>


                                          CENTRUS CORPORATION f/k/a
                                           HSL ACQUISITION CORP.


                                           By: /s/ David Gershen
                                              ---------------------------------
                                              Name:David Gershen
                                              Title: CFO


                                          PSCNY IPA, INC.


                                          By: /s/ David Gershen
                                             ----------------------------------
                                              Name: David Gershen
                                              Title: CFO


                                          NMHCRX CONTRACTS, INC.


                                         By: /s/ David Gershen
                                            -----------------------------------
                                            Name: David Gershen
                                            Title:CFO


<PAGE>

PURCHASER:                                 NMHC FUNDING, LLC

                                           By:   National Medical Health Card
                                                 Systems, Inc., a corporation
                                                 organized under the laws of the
                                                 State of Delaware

                                           By: /s/ David Gershen
                                              ---------------------------------
                                               Name: David Gershen
                                               Title: CFO

PRIMARY SERVICER:                          NATIONAL MEDICAL HEALTH
                                            CARD SYSTEMS, INC.


                                           By: /s/ David Gershen
                                              ---------------------------------
                                              Name:David Gershen
                                              Title: CFO

CONSENTED TO:

HFG HEALTHCO-4 LLC

By:      HFG Healthco-4, Inc., a member


         By: /s/Orlando Figueroa
                Name:Orlando Figueroa
                Title: Vice President