EXHIBIT 10.14

                             STOCK OPTION AGREEMENT

     THIS AGREEMENT, dated February 1, 2000 between National Medical Health Card
Systems,  Inc, 26 Harbor  Park  Drive,  Port  Washington,  New York,  11050 (the
"Company") and Marjorie G. O'Malley,  residing at 28 Loyal Ledge Lane, Guilford,
CT 06437 ("the Optionee").

     WHEREAS, the Optionee is a key employee of the Company; and

     WHEREAS, the Company, desires to afford the Optionee the ability to acquire
a proprietary interest in the Company.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the Company hereby
grants to the Optionee  (the  "Grant")  the right and option to purchase  Common
Shares of the Company under and pursuant to the terms and conditions of the 1999
Stock Option Plan (the "Plan") and upon and subject to the  following  terms and
conditions:

     1. GRANT OF OPTION

     Subject to the terms and  conditions  hereinafter  set forth,  the  Company
hereby grants to the Optionee,  the right and option (the  "Option") to purchase
during the periods specified in Paragraph 2, all of or any part of 63,922 shares
(the  "Option  Shares") of the  Company  par value $.001 per share (the  "Common
Stock"),  which  Option  Shares when issued upon the exercise of such option and
paid  for  in  accordance  with  the  terms  hereof  shall  be  fully  paid  and
nonassessable.

     2. PERIOD AND EXERCISE

          A. The Option granted hereunder shall become exercisable as follows:

               i.  one-third  (1/3) or 21,308 Common Shares shall be exercisable
          during the period  commencing the date hereof and  terminating at 5:00
          P.M. on December 7, 2005 (the "Expiration Date");

               ii.  one-third (1/3) or 21,308 Common Shares shall be exercisable
          during the period commencing  December 7, 2000 and terminating at 5:00
          P.M. on the Expiration Date;

               iii. one-third (1/3) or 21,308 Common Shares shall be exercisable
          during the period commencing  December 7, 2001 and terminating at 5:00
          P.M. on the Expiration Date;  Notwithstanding anything to the contrary
          contained in Section  12(a) of the Plan,  the Option must be exercised
          in whole (or in part, if not fully  vested),  on a date one year after
          termination of Optionee's  employment  with the Company or December 7,
          2005, whichever is earlier.

     During the term of the Option, the Company may, in its sole discretion,  at
any time accelerate the Optionee's  right to exercise the Option with respect to
all or any  portion of the Common  Stock  covered  by the Option  and,  with the
consent of the Optionee,  impose in connection with such acceleration such other
conditions or restrictions on the Option,  or any Common Stock acquired upon the
exercise of the Option, as the Company in its sole discretion deems appropriate.

          B. For the purposes of this  Agreement,  employment  may be considered
     continuous  although  interrupted  by a leave of absence  authorized by the
     Company; provided, however, that the Optionee shall return to service on or
     prior to the expiration of such leave of absence.

     Should the Company authorize such leave of absence, the Company may, in his
discretion,  give  credit  for the  time  of such  leave  in  computing  whether
sufficient time, pursuant to Paragraph 2, has elapsed for the Option or any part
thereof to be  exercised.  In no event,  however,  may the  Option be  exercised
beyond the Expiration Date.

          C.  This  Option  may  be  exercised  pursuant  to  its  terms  by the
     Optionee's  giving  written  notice  thereof to the  Company at the address
     above, which exercise shall be effective upon receipt of such notice.  Such
     notice  shall  specify the number of Shares of Common Stock with respect to
     which the Option is being  exercised.  The notice shall be  accompanied  by
     payment in full of the  Purchase  Price  specified  in Paragraph 3 for such
     Shares in cash or certified or bank cashier's check payable to the order of
     the Company.

          D. If a  registration  statement  under the Securities Act of 1933, as
     amended  (the  "Act"),  is not then in effect  with  respect  to the Shares
     issuable  upon  exercise  of this  Option,  then it  shall  be a  condition
     precedent to the exercise of this Option that the Optionee  provide Brodsky
     with a written undertaking,  satisfactory to Brodsky, that she is acquiring
     the Shares for her own  account for  investment  and not with a view to the
     distribution  thereof and all  certificates  representing the Shares issued
     upon exercise of the Option shall bear an appropriate restrictive legend.

     In the event that this Option is exercised pursuant to Paragraph 11, by any
person  other  than  the  Optionee,  the  aforesaid  undertaking  shall  also be
accompanied  by  appropriate  proof of the right of such person to exercise  the
same.

     3. PURCHASE PRICE

     Subject to the  provisions of Paragraph 7, the Purchase  Price per Share of
Common Stock  subject to this Option  shall be Five  Dollars and 87/100  ($5.87)
(the "Purchase Price").  Such price has been found by the Company to be not less
than 100% of the fair market value per Share as of the date hereof.

     4. CANCELLATION OF OPTION

     Subject to the consent of the Optionee, the Company may, from time to time,
cancel all or any  portion  of the Option  then  subject  to  exercise,  and the
Company's  obligation in respect of such Option may be discharged by (i) payment
to the  Optionee  of an  amount  in cash  equal to the  excess,  if any,  of the
aggregate  fair  market  value of the  Shares  at the date of such  cancellation
subject to the portion of the Option so cancelled  over the  aggregate  Purchase
Price of such shares, (ii) the issuance or transfer to the Optionee of shares of
stock with a fair market value, at the date of such transfer,  equal to any such
excess, or (iii) a combination of cash and shares with a combined value equal to
any such excess.

     5. TERMINATION OF EMPLOYMENT

          A.  GENERAL  RULE.  Except  as  provided  in  Paragraph  5(B),  if the
     Optionee's  employment with the Company is terminated for any reason,  then
     the Option granted  hereunder shall expire one year after such  termination
     (without  regard to any severance pay,  vacation pay or other payments upon
     termination),  and all rights to purchase  Shares of Common Stock which the
     Optionee  would  have  been  able to  purchase  under  Paragraph  2,  shall
     terminate on such day.

          B. DEATH, DISABILITY OR RETIREMENT.  If the Optionee's employment with
     the Company is terminated for any reason  described in this Paragraph 5(B),
     then the Optionee,  or her beneficiaries or legal  representatives,  as the
     case may be,  shall have the right,  within  the  following  period of time
     subsequent  to such  termination,  to exercise  the Option to purchase  the
     number of Shares which the Optionee  would have been able to purchase under
     Paragraph 2 on the date before her termination:

               i. one year when termination of employment is without cause;

               ii. 6 months when termination of employment is caused by death or
          the Optionee dies within 30 days after  termination  of employment for
          any reason described in Paragraph 5 (B) (iii); and

               iii.  one year when  termination  is caused by Permanent or Total
          Disability.

     As used herein,  "Permanent and Total Disability" means permanent and total
disability  as defined in Section  105 (d) (4) of the Code,  as  evidenced  by a
certificate from a qualified physician to the effect that the Optionee is unable
to engage  in any  substantial  gainful  activity  by  reason  of any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which  has  lasted or can be  expected  to result in death or which has
lasted or can be  expected to last for a  continuous  period of not less than 12
months.

     6. COMPLIANCE WITH SECURITIES LAWS.

     The granting and exercise of this Option and the  Company's  obligation  to
deliver  stock  pursuant to an  exercise of this Option  shall be subject to all
applicable federal and state laws, rules and regulations,  and to such approvals
by a regulatory or governmental  agency as may be required.  Accordingly,  if in
the  opinion  of the  Company,  Shares  subject to Options  are  required  to be
registered  under  the Act and  such  registration  has not been  effected  or a
Prospectus  complying  with the  requirements  of  Section  10 of the Act is not
available for delivery upon exercise of this Option,  then the Company shall not
be  required  to deliver  the Shares  subject to the Option to the extent  being
exercised  until the  registration  has been  effected and the  Prospectus  made
available.  Pending satisfaction of the foregoing, such exercise shall be deemed
suspended and there shall be returned to the person  exercising  this Option the
proceeds  representing  the Purchase  Price.  In such event,  the Company  shall
provide notice to the Optionee or her  representative of the satisfaction of the
foregoing  registration  condition,  whereupon the right to exercise this Option
shall be reinstated.

     7. CAPITAL ADJUSTMENT

          A.  If  the  Company  is  separated  or  reorganized,   or  merged  or
     consolidated with another  corporation,  there shall be substituted for the
     Shares  issuable upon exercise of the  outstanding  Options an  appropriate
     number of shares of each class of stock,  other  securities or other assets
     of the  separated or  reorganized,  or merged or  consolidated  corporation
     which were  distributed  to the  shareholders  of the Company in respect of
     such Shares; provided, however, that the Option may be exercised in full by
     the   Optionee  as  of  the   effective   date  of  any  such   separation,
     reorganization,  merger,  or consolidation of the Company without regard to
     the installment  exercise provisions of Paragraph 2, by the Optionee giving
     notice in writing to the Companuy of her intention to so exercise.

          B. If the Company is  liquidated  or  dissolved  then all  outstanding
     portions of the Option may be  exercised  in full by the Optionee as of the
     effective  date of any  such  liquidation  or  dissolution  of the  Company
     without regard to the  installment  exercise  provisions of Paragraph 2, by
     the Optionee giving notice in writing to the Company of her intention to so
     exercise.

          C. If the  outstanding  Shares  of Common  Stock  shall at any time be
     changed or  exchanged  by  declaration  of a stock  dividend,  stock split,
     combination or exchange of shares, recapitalization, extraordinary dividend
     payable in stock of a corporation  other than the Company,  or otherwise in
     cash,  or any other  like event by or of the  Company,  and as often as the
     same shall occur, then the number, class and kind of Shares subject to this
     Option and the Purchase  Price for such Shares shall be  appropriately  and
     equitably  adjusted so as to maintain  the  proportionate  number of Shares
     without  changing the  aggregate  Purchase  Price;  provided,  however,  no
     adjustment  shall be made by reason  of the  distribution  or  subscription
     rights on outstanding stock.

     8. NO OTHER ADJUSTMENT

     Except  as  provided  in  Paragraph  7, no  adjustments  shall  be made for
dividends  or other  rights  for which  the  record  date  shall be prior to the
issuance of a stock  certificate  to the  Optionee by reason of her  exercise of
this Option.

     9. RIGHTS IN OPTION STOCK

     The Optionee shall not be or have any rights or privileges of a shareholder
of the  Company in respect of any Shares  purchasable  upon the  exercise of any
part of this Option unless and until certificates representing such Shares shall
have been issued by the Company to such holder.

     10. STOCK RESERVED

     The Company  shall at all times during the term of this  Agreement  reserve
and keep  available  such number of Shares of Common Stock as will be sufficient
to satisfy the  requirements  of this Agreement and shall pay all original issue
taxes,  if any, on the exercise of this Option,  and all other fees and expenses
necessarily incurred by the Company in connection therewith.

     11. RESTRICTIONS ON TRANSFERS

          A. Notwithstanding anything to the contrary herein contained,  neither
     this Option nor any rights  represented  hereby  shall be  transferable  or
     assignable  by the  Optionee  otherwise  than by will or under  the laws of
     descent  and  distribution,   nor  shall  this  Option  be  sold,  pledged,
     hypothecated  or encumbered.  This Option shall be  exercisable  during the
     Optionee's  lifetime only by the  Optionee,  and any attempt to transfer or
     assign this Option in  violation of the  foregoing  shall be void and of no
     force or effect.

          B. Shares of Common  Stock  acquired  upon the exercise of this Option
     may not be transferred except in accordance with all applicable federal and
     state  securities  laws,  rules and  regulations.  The  Company may require
     investment or residency  representations  from the Optionee or impose other
     restrictions  prior to  issuance  of Shares to the  Optionee or transfer of
     such Shares by the Optionee.

     12. NOTICES

     All notices  which are  provided  for under any of the  provisions  of this
Agreement  shall be in writing  and shall be given by  registered  or  certified
mail, return receipt  requested.  Any such notice shall be effective upon actual
receipt by the  person to whom such  notice is to be given;  provided,  however,
that in the case of notices to the  Optionee or to her legal  representative  or
beneficiary,   such  notice  shall  be  effective  upon  delivery  if  delivered
personally or three business days after mailing,  registered first class postage
prepaid,  to the last known address of the person to whom notice is to be given.
All notices  required to be given to the Company or to its legal  representative
or beneficiary,  shall be addressed to the Company at the address of the Company
set  forth  above,  or at such  other  address  as he may  designate  by  notice
hereunder.

     13. FRACTIONAL SHARE

     The  Company  shall not be  required  to issue any  fractional  Share  upon
exercise  of this  Option,  but it shall  pay to the  Optionee,  or to her legal
representatives  or beneficiaries  who acquire the right to exercise this Option
by bequest or inheritance on the death of the Optionee,  the cash  equivalent of
any  fractional  Share  interests,  as determined in the sole  discretion of the
Company.

     14. OPTIONS

     The Company may modify, extend or renew this Option or accept the surrender
of this  Option (to the extent not  theretofore  exercised)  and  authorize  the
granting of new options in substitution  therefor (to the extent not theretofore
exercised).  Notwithstanding  the foregoing,  however,  no  modification of this
Option  shall,  without  the  consent  of the  Optionee,  impair  any  rights or
obligations under the Option.

     15. APPLICABLE LAW; SEVERABILITY

     This  Agreement  shall  be  governed  and  construed  in  all  respects  in
accordance  with the laws of the State of New  York.  If any  provision  of this
Agreement  shall be held by a court of competent  jurisdiction  to be invalid or
unenforceable,  the  remaining  provisions  hereof  shall  continue  to be fully
effective.

     The Company shall have the right to require the Optionee or, if applicable,
the Optionee's legal  representatives or beneficiaries to pay to the Company the
amount of any taxes  which the  Company  is  required  to  withhold  or pay with
respect  to the  exercise  of any Option  granted  hereunder  or any  subsequent
disposition of Common Stock issued upon exercise of an Option.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed on the day and year first written above.


                                                NATIONAL MEDICAL HEALTH CARD
                                                  SYSTEMS, INC.

                                                BY:/s/Bert E. Brodsky
                                                      Bert E. Brodsky


                                                   /s/Marjorie G. O'Malley
                                                      Marjorie G. O'Malley