EXHIBIT 10.86


                  Rider containing 22 numbered articles attached to and made
                  part of Lease of Demised Premises in Property located at 32
                  9th Avenue, Sea Cliff, New York, dated May 1, 2002 between
                  Living in Style, LLC, as Landlord, and National Medical Health
                  Card Systems, Inc., as Tenant.


                  In the event of any conflict between any of the terms of the
                  provisions of this Rider and any of the terms of the printed
                  portion of this Lease, the provisions of this Rider shall be
                  controlling.


     1. Basic Rent.  Tenant  shall pay the annual rent as described in Exhibit A
attached   hereto  and  made  part  hereof   ("Basic  Rent")  in  equal  monthly
installments  in advance on the first day of each calendar month included in the
Initial Term and any Extended Term, if applicable.

     2. Additional  Rent. In addition to the Basic Rent provided for above,  all
other  payments to be made by Tenant to Landlord shall be deemed to be and shall
become  Additional Rent hereunder whether or not the same be designated as such,
and,  unless  otherwise  provided,  shall be due and payable ten (10) days after
demand.  Landlord shall have the same remedies under the printed portion of this
Lease for failure to pay said  Additional  Rent, as for the  nonpayment of Basic
Rent. Tenant's obligation to pay Additional Rent shall survive the expiration of
the Initial Term or any Extended Term of this Lease.  Installments of Basic Rent
and any Additional  Rent payable on a monthly basis shall be equitably  adjusted
if any term of this Lease  commences or terminates on a day other than the first
day of a calendar  month.  Landlord  agrees to provide  photocopies of all bills
substantiating Additional Rent upon request of Tenant.

     In no event shall any Basic Rent or Additional Rent  adjustments  hereunder
result in a decrease in the fixed annual rent.

3. Additional Remedies of Landlord.

     A. If the Tenant shall, at any time during the Initial Term or any Extended
Term of this Lease, be in default hereunder, and if the Landlord shall institute
an action or  summary  or other  proceeding  against  the  Tenant  based on such
default,  then the Tenant  shall  reimburse  the  Landlord  for the  expenses of
attorneys' fees and  disbursements  thereby incurred by the Landlord,  so far as
the same are  reasonable in amount.  The amount of such expenses shall be deemed
to be Additional Rent hereunder.


     A. B.  Tenant  shall have no right to occupy the  Demised  Premises  or any
portion  thereof after the  expiration of the Lease.  In the event Tenant or any
party  claiming by, through or under Tenant,  holds over,  Landlord may exercise
any and all remedies  available to it at law or in equity to recover  possession
of the Demised  Premises.  If the Tenant shall hold over after expiration of the
Term,  including  but not limited to an early  termination,  the parties  hereby
agree that the Tenant's  occupancy of the Demised  Premises after the expiration
of the Term shall be upon all of the terms set forth in this Lease except Tenant
shall pay use and occupany  for the  holdover  period in the amount equal to the
higher of an amount to one and half  times the sum of (1) the base rent  payable
by Tenant for the last year of the Term;  plus (2) all monthly  installments  of
additional rent payable by Tenant pursuant to the terms of this Lease that would
have been  billable  monthly by Landlord had the Term of this Lease not expired,
prorated for the period of any such  holdover.  Tenant  agrees to indemnify  and
save Landlord  harmless against all cost,  claims,  loss or liability  resulting
from delay by Tenant in surrendering the premises at the expiration of the Lease
term or upon a sooner termination,  including without limitation any claims made
by a succeeding tenants founded on such delay.


4. Utilities.

     A.  Tenant  agrees to pay for all  utilities  consumed by it in the Demised
Premises, including, without limitation,  electric, gas, heat, hot water and any
other utility.

     B.  Landlord  reserves  the  right to stop  furnishing  heat by  reason  of
accident, emergency, repairs, alterations,  replacements or improvements,  which
are in the judgment of Landlord  desirable  or necessary to be made,  until said
repairs,  alterations,  replacements or improvements  shall have been completed.
Such  interruption  shall not constitute a  constructive  eviction or breach any
implied warranties of habitability. Except in the case of accident or emergency,
Landlord  will give Tenant five (5) days notice.  There shall be no abatement in
Basic Rent or  Additional  Rent  because of any such  interruption,  if Landlord
shall pursue such work with reasonable diligence and dispatch.


     C. Tenant shall make no alterations or additions to the electric  equipment
and/or lighting  without first  obtaining  written consent from Landlord in each
instance.  This provision is to prevent Tenant from  overloading  the Property's
electrical distribution facilities.  Tenant covenants and agrees that its use of
electricity  shall not exceed the capacity of existing  feeders to the Property,
risers or wire  installation.  Tenant agrees not to use portable  heaters and/or
any other means of  providing  temporary  heating  without  the express  written
consent of the Landlord.

5. Cleaning and Rubbish Removal; Snow and Ice Removal; Landscaping.


     A. Landlord  shall  provide,  at its sole cost and expense,  all janitorial
services required to keep the Demised Premises clean and in good order. However,
Tenant shall use its best  efforts to maintain  the Demised  Premises in a clean
and safe manner.  Refuse and rubbish  shall be brought by Tenant or its agent to
an area designated by Landlord for collection.

     B. Landlord agrees to provide snow and ice removal on sidewalks surrounding
Demised Premises.


     C. Tenant agrees to maintain the landscaping around the Demised Premises.


     6. The "Commencement Date" of this Lease shall be ________.


7. Real Estate Taxes.

     A. For the purposes of this Lease,  "Real Estate Taxes" shall include,  but
not be limited to all taxes, special assessments, and other governmental charges
of any kind  whatsoever  levied  against the Building and the real property upon
which it stands, including air rights (collectively,  the "Property") during the
Initial Term or any Extended  Term of this Lease.  Tenant agrees to pay all Real
Estate  Taxes on the  Demised  Premises,  which  payments  Tenant  and  Landlord
acknowledge are included as part of the Basic Rent.

     B. If due to a change in the  method of  taxation  any  franchise,  income,
profit or other tax,  however  designated,  shall be levied  against  Landlord's
interest  in the  Property  in whole or in part for or in lieu of any tax  which
would  otherwise  constitute  Real Estate  Taxes,  such change in the methods of
taxation shall be included in the term Real Estate Taxes for purposes hereof.

     C. Only  Landlord  shall be eligible to  institute  tax  reduction or other
proceedings to reduce the assessed  valuation.  Should Landlord be successful in
any such reduction  proceeds and obtain a rebate for periods during which Tenant
has paid such increases,  Landlord shall, after deducting Landlord's expenses in
connection   therewith,   including  without  limitation   attorney's  fees  and
disbursements,  credit such rebate,  against the next  installment or successive
installments  of Basic Rent and monthly  payments of Additional Rent next coming
due; provided,  however,  that Tenant may not obtain any portion of the benefits
which may accrue to Landlord  from any  reduction  in Real Estate  Taxes for any
year prior to the commencement date of this Lease.

     D. Landlord's  failure during the Initial Term or any Extended Term of this
Lease to prepare and deliver any of the foregoing  tax  statements or Landlords'
failure  to make a  demand,  shall  not in any way  waive or cause  Landlord  to
forfeit or surrender its rights to collect any Real Estate Taxes, which may have
become due during the Initial Term or any Extended Term of this Lease.  Tenant's
liability for the amounts due under this article shall survive the expiration or
termination of this Lease.

8. Repairs and Restrictions.


     A. The Landlord shall keep the Demised  Premises in good repair and keep in
good working order all fixtures, equipment and attachments.  Notwithstanding the
foregoing,  Tenant shall be responsible for all repairs necessitated by Tenant's
negligence, misuse or breach of the terms and conditions of the Lease.


     B.  Anything in this Lease to the  contrary  notwithstanding,  it is agreed
that there shall be no allowance to Tenant for a diminution  in rental by reason
of  inconvenience  or  annoyance,  arising from  Landlord's  failure to make any
repairs,  alterations,  additions  or  improvements  in or to any portion of the
Property or the Demised  Premises,  or in and to the fixtures,  appurtenances or
equipment  thereof  unless  such is caused by the willful  conduct of  Landlord.
There  shall be an  abatement  to  Tenant  in the rent due if there is a fire or
catastrophe  which prevents the use of the Property by the Tenant and which fire
or  catastrophe  has been caused by the  negligence  of a third party other than
Tenant,  said allowance to be equal to a monthly  rental  allowance for each day
the Demised Premises are unusable. Should an accident or other casualty occur on
the  Property  or at the  Demised  Premises,  Landlord  reserves  the  right  to
interrupt,  temporarily,  and on written notice to Tenant, the supply of utility
services or whatever else is necessary until repairs or improvements  shall have
been  completed.  There shall be no abatement in Basic Rent or  Additional  Rent
because  of any such  interruption,  if  Landlord  shall  pursue  such work with
reasonable diligence and dispatch.

     9.  Assignment.  Supplementing  the  printed  portion  of this  Lease,  any
assignment,  subletting or occupancy made in  contravention of the provisions of
this  article  and the printed  portion of this Lease shall not be binding  upon
Landlord and, at Landlord's  option, may be treated as a nullity and of no force
and  effect  whatsoever  as  against  Landlord.  In any  event,  no  assignment,
subletting or occupancy (with or without Landlord's consent) shall operate or be
construed to release or diminish  Tenant's  liability under this Lease, and such
liability shall continue in full force and effect. If Landlord should consent to
any  assignment,   subletting  or  occupancy,  neither  such  consent  nor  such
assignment,  subletting or occupancy,  nor anything done pursuant thereto, shall
relieve Tenant from the necessity of obtaining the express prior written consent
of Landlord to any further assignment, subletting or occupancy.

     Notwithstanding  the foregoing,  Landlord agrees to permit Tenant to assign
this  Lease to an entity  which is 100% owned by Tenant;  provided  that  Tenant
notifies  Landlord in writing of such proposed  assignment 30 days in advance of
the date of such  assignment;  and provided,  further,  that Tenant furnishes to
Landlord, at least ten (10) days in advance of such assignment,  a duly executed
assignment  of this Lease,  in form and  substance  satisfactory  to  Landlord's
attorney.

     10. Landlord's Liability. Tenant hereby agrees that any judgment, decree or
award obtained against  Landlord or any succeeding owner of Landlord's  interest
in the Property,  which is in any manner related to this Lease,  the Property or
Tenant's use or occupancy of the Property and/or the Demised Premises,  shall be
satisfied out of and limited to Landlord's equity in the Property, to the extent
then owned by Landlord or such  succeeding  owner,  and Tenant further agrees to
look only to such asset and to no other  asset of  Landlord  or such  succeeding
owner for satisfaction.

         11.      Liability Insurance

     A. Tenant shall  maintain,  at Tenant's  expense during the Initial Term or
any Extended Term of this Lease:

     i. Broad Form General Public  Liability  insurance  with a combined  bodily
injury and  property  damage  liability  of at least  $1,000,000/$3,000,000  and
naming the Landlord as additional named insured.

     ii. All-Risk  Property  Insurance  covering at least 80% of the replacement
value  of  all  fixtures,  furniture,  equipment,  improvements  or  betterments
installed or made by Tenant in or about the Demised Premises.

     iii.  Such  additional  insurance  coverages  as  Landlord  may  reasonably
designate.

     B.  All  of  the  insurance  required  to be  maintained  or  caused  to be
maintained by Tenant, as well as the form and issuer of such insurance, shall be
subject to  Landlord's  reasonable  approval and shall be issued by  responsible
companies licensed to do business in the State of New York.

     C.  Landlord  shall keep the  Property  insured  against  loss by fire with
extended coverage, malicious mischief, storm damage, if available, and liability
insurance,  and against  such other risks and in such amounts as Landlord in its
reasonable discretion deems appropriate and necessary.  Tenant shall be required
to pay such  insurance  costs to  Landlord as  Additional  Rent  throughout  the
Initial Term or any Extended Term of this Lease.

     12. Waiver of Subrogation.  Tenant hereby releases  Landlord from liability
for damage or destruction to Tenant's property, whether or not caused by acts or
omissions  of  Landlord.  Tenant  agrees that its  insurance  policies  covering
Tenant's  property  will include a clause to the effect that such release  shall
not affect such policies or the rights of Tenant to recover  thereunder;  and if
such a clause shall not be  obtainable,  then Tenant shall cause  Landlord to be
named as a co-insured  under  Tenant's  policies of insurance  pertaining to the
Property and its contents.

     13.  Indemnity.  Tenant covenants and agrees to indemnify and hold harmless
Landlord  against  and from any and all  claims by or on  behalf  of any  person
arising from or in  connection  with (a) the conduct or  management  of, and the
payment for, any work or things  whatsoever  done in or about the Property by or
on behalf of Tenant (or any person holding or claiming through or under Tenant),
(b) any  condition of the Property  during the Initial Term or any Extended Term
of  this  Lease  and/or  Tenant's  occupancy  thereof,   or  any  use,  non-use,
possession, management or maintenance of the Property, (c) any breach or default
on the part of Tenant in the  performance  of any  covenants or  obligations  of
Tenant under this Lease, (d) any act,  negligence or fault of Tenant,  or any of
its agents, servants, employees,  contractors,  invitees or licensees, or of any
person holding or claiming through or under Tenant, (e) any accident,  injury or
damage  whatsoever  caused to any person  occurring  in the Demised  Premises or
outside  if  caused by  Tenant's  negligence,  during  the  Initial  Term or any
Extended Term of this Lease and/or during Tenant's  occupancy of all of any part
of the Property. In addition,  Tenant shall indemnify and hold harmless Landlord
against  and from any  costs  and  expenses  paid or  incurred  by  Landlord  in
obtaining  possession  of the  Property  after  default  by  Tenant  or upon the
expiration or sooner  termination of this Lease, or in enforcing any of Tenant's
obligations  hereunder.  Tenant  also  agrees  to  indemnify  and hold  harmless
Landlord  against and from all costs,  counsel  fees,  expenses and  liabilities
incurred in or about any claim and any action or proceeding brought thereon, and
in case any action or proceeding  shall be brought against Landlord by reason of
any such claim, Tenant upon notice from Landlord agrees to resist or defend such
action or proceeding (by counsel  reasonably  satisfactory to Landlord,  and for
such  purpose,  Landlord  agrees  that any counsel  designated  by an insurer of
Tenant shall be  satisfactory  to Landlord)  unless Tenant causes the same to be
discharged  and  satisfied.  Tenant's  obligations  under this  paragraph  shall
survive the expiration or sooner termination of this Lease.

     14.  Late  Charge.  From and after ten (10) days  after the due date of any
payment of Basic Rent,  a late charge of six percent  (6%) shall be  immediately
due as  Additional  Rent in  addition  to all of  Landlord's  other  rights  and
remedies  hereunder  in the event of  Tenant's  default  and shall be payable by
Tenant as Additional Rent.

     15.  Condition  of Property.  Tenant has examined the Demised  Premises and
agrees to accept same in the  condition  and state of repair  existing as of the
date hereof,  and  understands and agrees that Landlord shall not be required to
perform  any work,  supply  any  materials  or incur any  expense  to prepare or
maintain the Property and/or the Demised Premises for Tenant's occupancy.

     16. To the fullest extent permitted by law, Tenant shall defend, indemnify,
and hold the  Landlord  and its agents  harmless of and from any and all claims,
suits, losses or expenses, whether direct or consequential (including legal fees
and  other  expenses  of  litigation)  arising  out  or in  consequence  of  the
performance of work,  including,  without  limitation,  wrongful  death,  bodily
injury,  property  damage,  and  contractual and all other claims by any person,
firm, or corporation.

     17. Tenant shall also furnish  Landlord with a waiver of lien,  certificate
of insurance,  and workers'  compensation policy,  naming Landlord as additional
insured. Insurance coverages subject to review and approval by Landlord.

     18.  Security.  There shall be no security deposit required under the terms
of this Lease.

     19.  Liens.  Tenant  shall not create or suffer to be created or to remain,
and shall within thirty (30) days after the filing or imposition  thereof remove
or discharge,  by bonding or payment,  any lien,  encumbrance or charge upon the
Demised Premises or the Property caused by, or in any manner related to, any act
or alleged act of  commission  or omission on the part of Tenant,  or any of its
agents or  contractors.  Further,  should  any such lien be  bonded  and  should
Landlord  or its  agents  be  thereafter  named  as a  party  to any  action  or
proceeding in respect of such bond or claim, Tenant agrees to indemnify and save
harmless  Landlord  and its agents in respect  thereof  and to pay all costs and
expenses  (including  legal fees) of Landlord  and its agents  related  thereto.
Tenant  agrees to surrender  the Demised  Premises  free and clear of all liens,
charges or encumbrances of every nature and  description,  and free and clear of
all violations  thereon placed by any  governmental or  quasi-governmental  body
resulting from any act of omission or commission on the part of Tenant or any of
its agents or contractors,  or otherwise related to Tenant's use or occupancy of
the Demised  Premises.  Nothing in this Lease  contained  shall be  construed as
constituting  the consent or request of Landlord to any  contractor,  laborer or
materialman  for the  performance  of any labor or services or the furnishing of
any materials for the improvement or repair of the Demised Premises.

     20. No Merger. There shall be no merger of Landlord's estate in the Demised
Premises  with  Tenant's  estate  therein  by  reason  of the fact that the same
individual,  partnership, firm or corporation or other entity may acquire or own
such  estates  directly  or  indirectly.  No such  merger  shall occur until all
individuals,  partnerships,  firms,  corporations  and other entities having any
interest in such estates,  including any mortgagee, join in a written instrument
effecting such merger and duly record it.

     21. End of Term.  Upon the expiration or sooner  termination of this Lease,
Tenant shall, at its sole cost and expense, remove all Tenant-related debris and
other  property  of Tenant  located in and around the Demised  Premises.  Tenant
shall  repair any damage in  connection  with the  removal of its  property  and
restore the Demised Premises to its original  condition,  ordinary wear and tear
excepted.  The  liability  of Tenant  under this  provision  shall  survive  the
expiration or termination of this Lease.

22.      Miscellaneous.

     (a) This Lease shall not  constitute an offer or create any rights in favor
of Tenant and shall not obligate or be binding  upon  Landlord and shall have no
force and effect  unless and until this Lease is duly  executed by Landlord  and
Tenant and a fully  executed  copy of this Lease is  delivered  by  Landlord  to
Tenant.

     (b)  Governing  Law. This  agreement  shall be governed by and construed in
accordance with the laws of the State of New York.

     (c) No Waiver.  If any clause,  provision or section of this Lease be ruled
invalid by any court of competent  jurisdiction,  the invalidity of such clause,
provision or section shall not affect any of the remaining provisions hereof.

     (d) Severability.  The invalidity or unenforceability of any portion of the
Lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provisions hereof.

                                            LIVING IN STYLE, LLC, Landlord
                                               By:







                                            NATIONAL MEDICAL HEALTH
                                             CARD SYSTEMS, INC., Tenant
                                            By:




                                    EXHIBIT A

              To Lease Agreement dated as of August 1, 2002 between
                      Living in Style, LLC as Landlord and

              National Medical Health Card Systems, Inc. as Tenant

                                SCHEDULE OF RENT



May 1, 2002 through
  April 30, 2003                                       $54,000.00 per annum
                                                       $ 4,500.00 per month
May 1, 2003 through
 April 30, 2003                                        $56,700.00 per annum
                                                        $4,725.00 per month
May 1, 2004 through
 April 30, 2004                                         $59,535.00 per annum
                                                         $4,961.00 per month
May 1, 2005 through
  April 30, 2006                                        $62,512.00 per annum
                                                          $5,209.00 per month
May 1, 2006 through
 April 30, 2007                                          $65,637.00 per annum
                                                          $5,470.00 per month