Exhibit 10.71

                              EMPLOYMENT AGREEMENT


     This  Employment  Agreement  dated as of January 29, 2002 is by and between
National  Medical  Heath  Card  Systems,  Inc.,  a  New  York  Corporation  (the
"Company"), and Patrick McLaughlin (the "Executive").

     WHEREAS,  the Company is engaged in  providing  comprehensive  prescription
benefit management services to the general commercial market; and

     WHEREAS,  the  Company  is a party  to an  Asset  Purchase  Agreement  (the
"Purchase  Agreement") with Centrus Pharmacy Benefit  Management Inc., a company
that Executive is currently an Officer of; and

     WHEREAS,  the  Company  desires  to employ  the  Executive  and to have the
benefit of his skills and  services  subsequent  to the closing of the  Purchase
Agreement; and

     WHEREAS, The Executive desires to enter into employment with the Company on
the terms and conditions set forth herein.

     NOW, THEREFORE,  in consideration of the mutual promises,  terms, covenants
and  conditions  set forth herein,  and the  performance  of each,  the parties,
intending legally to be bond, hereby agree as follows:

                                   AGREEMENTS

     Section 1. Definitions. For purposes of this Agreement, the following terms
have the meanings set forth below:

     "Base Salary" has the meaning set forth in Section 4.1.

     "Board"  means  the  Board  of  Directors  of the  Company  as the  same is
constituted from time to time.

     "Cause"  means (a) the  commission by the Executive of any act, on or after
the date of this Agreement, constituting, as to any cash funds or other receipts
of the Company, or any material property of the Company or any other Person, (i)
theft,  (ii)  embezzlement,  (iii)  fraud,  (iv)  misappropriation  of  material
property under applicable law, or (v) wilful non-disclosure and misappropriation
of  any  corporate  opportunity,  (b)  the  conviction  of  the  Executive  of a
misdemeanor or felony  resulting in material  injury to the business or property
of the Company,  or (c) the material  breach by the Executive of this Agreement,
including  but not  limited  to the  failure  by the  Executive  to  follow  all
reasonable  and lawful  directions of the Board or the President of the Company,
which are  consistent  with the  Executive's  obligations  hereunder,  as to any
material  matter  (including,  but not limited to,  observance  of the Company's
normal business hours),  or the taking of any action by the Executive that would
be reasonably likely to cause material injury to the Company or that would be in
conflict with any material interest of the Company,  which breach shall not have
been  cured by the  Executive  within  ten (10) days of his  receipt  of written
notice specifying the circumstances constituting said material breach.

     "Confidential Information" means information that is not generally known to
the public and that was or is used,  developed  or  obtained  by the  Company in
connection  with its  business,  including  (a) products or services,  (b) fees,
costs  and  pricing  structures,   (c)  designs,  (d)  analyses,  (e)  drawings,
photographs and reports,  (f) computer  software,  including  operating systems,
applications and program listings,  (g) flow charts,  manuals and documentation,
(h) data bases, (i) accounting and business  methods,  (j) inventions,  devices,
new developments,  methods and processes, whether patentable or unpatentable and
whether or not reduced to practice,  (k)  customers  and clients and customer or
client  lists,  (l) other  copyrightable  works,  (m) all  technology  and trade
secrets, and (n) all similar and related information in whatever form or medium.
Confidential  Information  does  not  include  any  information  that  has  been
published  in a form  generally  available  to the  public  prior to the date of
disclosure or use of such  information.  Information  will not be deemed to have
been published merely because  individual  portions of the information have been
separately  published,  but  only  if  all  material  features  comprising  such
information have been published in combination.

     "Employment Period" has the meaning set forth in Section 5 of this
Agreement.

     "Executive" means Patrick McLaughlin.

     "Intellectual Property" has the meaning set forth in Section 7 of this
Agreement.

     "Permanent  Disability"  shall have  occurred if as a result of physical or
mental  incapacity,  the  Employee  shall  have  been  incapable  of  performing
Employee's  duties  hereunder for a period in excess of 26 consecutive  weeks in
any calendar year, or an aggregate of 30 weeks in any 12 month period.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

     "Reimbursable  Expenses"  has the  meaning set forth in Section 4.5 of this
Agreement.

     "Subsidiary"   means,   with  respect  to  any  Person,   any  corporation,
partnership,  limited liability company, association or other business entity of
which (a) if a  corporation,  a majority of the total  voting power of shares of
stock entitled  (without regard to the occurrence of any contingency) to vote in
the election of directors,  managers or trustees thereof is at the time owned or
controlled,  directly or indirectly, by that Person or a combination thereof, or
(b) if a partnership,  limited liability company,  association or other business
entity,  a majority of the  partnership  or other  similar  ownership  interests
thereof is at the time owned or  controlled,  directly  or  indirectly,  by that
Person or one or more Subsidiaries of the Person or a combination  thereof.  For
purposes  of this  Agreement,  a Person  or  Persons  will be  deemed  to have a
majority  ownership  interest  in  a  partnership,  limited  liability  company,
association or other  business  entity if such Person or Persons are allocated a
majority  of  partnership,  limited  liability  company,  association  or  other
business  entity gains or losses or control the  managing  director or member or
general partner of such partnership,  limited liability company,  association or
other business entity.

     Section 2.  Employment.  The Company hereby employs the Executive,  and the
Executive  hereby  accepts  employment  with the  Company,  upon the  terms  and
conditions  set forth in this  Agreement,  for the period  provided in Section 5
(the "Employment Period").

     Section 3. Position and Duties.

     3.1 Position. During the Employment Period, the Executive will serve as the
Executive  Vice  President  of Managed  Care of Company  and will  perform  such
executive and  management  duties as may,  from time to time, be determined  and
assigned to him by the Board,  the President of the Company or Mr. Terry Baskin,
the Chief  Operating  Officer  of the  Company,  relating  to the  business  and
operations  of the  Company.  Such  position  and duties shall be similar to the
position  occupied  with,  and the services the  Executive  rendered to,  Health
Solutions,  Ltd. d/b/a/ Centrus  Pharmacy Benefit  Management,  Inc.("Centrus"),
provided such prior duties and  responsibilities are consistent with the similar
business and operations of the Company subsequent to the Asset Purchase. Company
reserves  the right,  in its  commercially  reasonable  discretion,  to vary the
duties of Executive  upon  reasonable  notice  provided  that such varied duties
remain consistent with the position set forth above;  provided however,  that if
such change is not  consistent  with the  position  and duties set forth  above,
Executive  may  resign  and such  resignation  shall be  deemed  an  Unjustified
Termination  entitling  Executive to the  payments and benefits  provided for in
Section 5.2.

     3.2 Performance of Duties; Other Activities. The Executive shall devote his
best efforts, attention and skills toward performing his duties on behalf of the
Company,  and his full business and  professional  time to fully and  faithfully
perform   such  duties  and   responsibilities   in  a  diligent,   trustworthy,
businesslike and efficient manner.  The Executive shall do such traveling as may
reasonably  be required in  connection  with the  performance  of his duties and
responsibilities  hereunder.  The  nature  of the  duties  and  responsibilities
assigned to Executive  hereunder shall not be such as to make it impractical for
Executive to live in his primary residence in Albany, New York.

     3.3  Reporting.  The  Executive  will report to Mr.  Terry  Baskin or other
individuals  of comparable  executive  status to that of Mr.  Baskin,  as may be
designated by the Board or the President of the Company from time to time.

     Section 4. Base Salary and Benefits.

     4.1 Base Salary.  During the Employment Period, the Executive's base salary
will be at the rate of $140,000 per annum (the "Base  Salary"),  plus  increases
the Board approves in its sole discretion from time to time consistent with that
given to other comparable  executives of the Company,  which Base Salary will be
payable by the Company in regular  installments  in accordance  with the general
payroll practices of the Company as in effect from time to time.

     4.2 Bonus.  In addition to the Base  Salary,  the Company  shall pay to the
Executive a bonus (the  "Bonus"),  in accordance  with the Company's  Management
Bonus Plan. The Bonus will be payable in accordance with such Plan.

     4.3  Earn Out  Equity  Compensation.  On the  Effective  Date  (as  defined
herein), Executive shall be granted stock options of the Company, at an exercise
price and in accordance with a vesting schedule in accordance with the terms and
provisions  contained in the Stock Option Agreement attached hereto as Exhibit A
All Stock Options  granted  thereunder  shall qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
subject to the limitations of Section 422 of the Code.

     In the event that the Executive  shall be subject to Justified  Termination
(as defined below) by the Company, any stock options granted to the Executive by
the Company  pursuant to the terms and provisions of the Stock Option  Agreement
shall  expire and become  null and void,  provided  however if such  termination
results  from the death or  permanent  disability  of the  Executive,  any stock
options  granted to Executive  pursuant to the terms and Provisions of the Stock
Option  Agreement shall continue to vest in accordance with the vesting schedule
set forth in Exhibit A notwithstanding such termination.

     4.4  Benefits.  In  addition to the Base  Salary,  the  Executive  shall be
entitled to the following further benefits during the Employment Period:

     (a) such major medical,  dental,  life  insurance and disability  insurance
coverage  (collectively,  "Benefits") as is, or may from time to time during the
Employment  Period,  be  provided  for other  executive  officers of the Company
(provided that nothing herein  contained  shall be deemed to require the Company
to maintain any particular  plan or policy);  and, in connection  herewith,  the
Executive shall, upon  commencement of his full-time  employment  hereunder,  be
immediately enrolled in the Company's current benefit plans with full credit for
the term of his prior service with Centrus unless expressly prohibited by law;

     (b) four (4) weeks of paid vacation per year during the  Employment  Period
(to be taken at mutually convenient times so as not to unduly interfere with the
business of the Company).

     (c)  Reasonable  auto and auto  expenses,  cell phone,  pager and  computer
expenses and club dues.

     4.5  Expenses.  The Company  shall  reimburse the Executive for any and all
reasonable expenses incurred by him in the course of performing his duties under
this Agreement which are consistent  with the Company's  policies in effect from
time to time with respect to travel,  entertainment  and other business expenses
("Reimbursable Expenses"), subject to the Company's requirements with respect to
reporting and documentation of expenses.

     Section 5. Term and Termination.

     5.1  Conditions  Precedent,  Term.  This  Agreement is contingent  upon the
closing  of  the  Purchase  Agreement.   The  Executive's  full-time  employment
hereunder  shall  commence  upon the  closing  of the  Purchase  Agreement  (the
"Effective Date"),  and, unless renewed or modified by written agreement between
the Company and the  Executive,  the  Employment  Period will  terminate  on the
second  anniversary  following  the  Effective  Date;  provided,  that  (a)  the
Employment  Period  shall  terminate  prior to such  date  upon the  Executive's
resignation,  death or Permanent Disability and (b) the Employment Period may be
terminated  by the Company at any time prior to such date,  if such  termination
shall be for Cause.

     5.2 Unjustified  Termination.  Except as otherwise  provided in Section 5.3
below, if the Employment  Period shall be terminated (1) by the Company prior to
the second  anniversary  of the Effective Date for any reason other than (a) for
Cause, or (b) as a result of the death or Permanent  Disability of the Executive
(collectively,  an  "Unjustified  Termination"),  or  (2)  as a  result  of  the
Executive's  resignation  following an uncured  material breach of the Company's
obligations under this Agreement, the Executive shall be entitled to receive (i)
an amount equal to the Executive's  then current Base Salary and the benefits to
be provided to Executive,  as set forth in paragraph  4.4 (a) hereof,  for a six
(6) month period  ("Severance  Period")  following the  Unjustified  Termination
("Severance Pay"), so long as the Executive has not breached and does not breach
the provisions of Sections 6, 7, 8 or 9 of this Agreement and (ii) reimbursement
of all Reimbursable  Expenses incurred by the Executive prior to the termination
of the  Employment  Period.  However,  such  Severance Pay shall  immediately be
reduced  dollar for  dollar by the  amount of any  salary or other  compensation
received by the Executive  during the Severance  Period from any other entity or
Person.

     5.3 Justified Termination.  If the Employment Period shall be terminated by
the Company prior to the second anniversary of the Effective Date hereof (a) for
Cause, (b) as a result of the Executive's  unjustified resignation , or (c) as a
result of the death or Permanent  Disability of the Executive  (collectively,  a
"Justified  Termination"),  the Executive  shall be entitled to receive his Base
Salary through the date of termination  and  reimbursement  of all  Reimbursable
Expenses  incurred by the Executive  prior to the  termination of the Employment
Period. A termination for Cause shall become effective on the date designated by
the  Company.  In the case of  Justified  Termination,  Executive  shall  not be
eligible to receive, and the Company shall not be required to pay, any Severance
Pay pursuant to Section 5.2 hereof.

     5.4 Benefits.  Except as otherwise  required by law, all of the Executive's
rights to fringe  benefits  under this  Agreement,  if any,  accruing  after the
termination of the Employment Period as a result of a Justified Termination will
cease upon such Justified Termination.

     Section 6.  Nondisclosure  and  Non-Use of  Confidential  Information.  The
Executive will not at any time disclose or use any  Confidential  Information of
which the  Executive is or becomes  aware,  whether or not such  information  is
developed by him,  except to the extent that such  disclosure or use is directly
related to and required by the Executive's performance of duties assigned to the
Executive  pursuant to this  Agreement.  The Executive will take all appropriate
steps  to  safeguard   Confidential   Information  and  to  protect  it  against
disclosure, misuse, espionage, loss and theft.

     Section  7.  Ownership  of  Intellectual  Property.In  the  event  that the
Executive,  as part of his activities on behalf of the Company or any Subsidiary
of the Company,  generates,  authors, or contributes to any service, design, new
development,  device,  product,  method, trade secret or process (whether or not
patentable or reduced to practice or compromising  Confidential  Information) or
any other form of Confidential  Information  relating  directly or indirectly to
the business of the Company or any  Subsidiary as now or  hereinafter  conducted
(collectively,  "Intellectual  Property"),  the Executive acknowledges that such
Intellectual  Property  is and shall be the sole and  exclusive  property of the
Company and its Subsidiaries,  and hereby assigns all right,  title and interest
in and to such  Intellectual  Property to the Company.  Any  copyrightable  work
prepared  in whole or in part by the  Executive  will be deemed "a work made for
hire" under Section  201(b) of the  Copyright  Act of 1976, as amended,  and the
Company  will own all of the  rights  comprised  in the  copyright  herein.  The
Executive  will promptly and fully disclose all  Intellectual  Property and will
cooperate  with the  Company  and its  Subsidiaries  to  protect  the  Company's
interests  in and  rights to such  Intellectual  Property  (including  providing
reasonable assistance in securing patent protection and copyright  registrations
and  executing  all  documents  as  reasonably  requested  by the Company or its
Subsidiaries),  whether such requests occur prior to or after termination of the
Executive's employment hereunder.

     Section 8.  Delivery  of  Materials  upon  Termination  of  Employment.  As
requested  by the  Company  from  time to time and upon the  termination  of the
Executive's  employment  with the  Company for any reason,  the  Executive  will
promptly deliver to the Company all copies and embodiments,  in whatever form or
medium,  of  all  Confidential  Information  or  Intellectual  Property  in  the
Executive's possession or within his control (including, without limitation, any
written records, notes, photographs, manuals, notebooks, documentation,  program
listings, flow charts, projections,  customer or supplier lists, magnetic media,
disks,  diskettes,  tapes and all other  materials  containing any  Confidential
Information or  Intellectual  Property)  irrespective of the location or form of
such  material  and, if requested by the Company,  will provide the Company with
written confirmation that all such materials have been delivered to the Company.

     Section 9.  Non-Competition  Agreement.  The Executive covenants and agrees
that during his  employment  by the  Company,  and for a period of two (2) years
following the termination for any reason of such employment, except by reason of
Executive's  resignation as a result of the Company's uncured material breach of
its obligations hereunder,  he will 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  (a) 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,  or  participate  in the  development  or
provision of goods or services  which are similar to or  competitive  with those
goods or services provided by the Company during the term of this Agreement; (b)
solicit  or divert  or  appropriate  to or for any  competing  business,  or (c)
attempt to solicit,  divert or appropriate to or for any competing business, any
business  or  services  which are the same as the  products  or  services of 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
customers  or members are  solicited by the Company for the purchase of products
and services. With respect to paragraph (a) hereof, any products or services not
offered by the Company on the date of this  Agreement but  subsequently  offered
during the Term hereof shall be covered by paragraph  (a) if they are related or
similar to those services and products offered on the date of this Agreement.

     Section 10. Agreement Not to Solicit Employees.The  Executive covenants and
agrees that during his  employment  by the Company,  and for a period of two (2)
years following  termination,  for any reason, of such employment,  he will not,
either directly or indirectly,  on his own behalf or in the service or on behalf
of others,  solicit,  divert or hire away, or attempt to solicit, divert or hire
away, to any competing  business any person employed by the Company,  whether or
not such  employee  is a  full-time  employee  or a  temporary  employee  of the
Company, and whether or not such employment is pursuant to written agreement and
whether or not such employment is for a determined period or is at will.

     Section 11. Affiliates;  Equitable Relief. It is expressly  understood that
the provisions  and  limitations of Sections 6, 7, 8, 9 and 10 above shall apply
to and  with  respect  to any and  all  Confidential  Information,  Intellectual
Property,  employees and businesses of the Company and any of their subsidiaries
or  affiliates,   as  if  such  Persons  and  their  Confidential   Information,
Intellectual  Property,  employees  and  businesses  were  expressly  named  and
described herein. The Executive  acknowledges that a breach or threatened breach
by him of any of his  covenants  contained  in Sections 6, 7, 8, 9 or 10 of this
Agreement  could cause  irreparable  harm to the  Company  and their  respective
affiliates,  for  which  it or  they  would  have  no  adequate  remedy  at law.
Accordingly,  and in  addition  to any  remedies  which  the  Company  or  their
affiliates  may have at law, in the event of an actual or  threatened  breach by
the  Executive of his  covenants  contained in Sections 6, 7, 8, 9 or 10 of this
Agreement,  the Company and their  affiliates  shall have the absolute  right to
apply to any  court of  competent  jurisdiction  for  such  injunctive  or other
equitable  relief  as such  court  may  deem  necessary  or  appropriate  in the
circumstances.

     Section  12. No Prior  Agreements.  The  Executive  hereby  represents  and
warrants to the Company that the execution of this  Agreement by Executive,  his
employment by the Company,  and the performance of his duties hereunder will not
violate or be a breach of any agreement with a former employer,  client,  or any
other  Person.  Further,  Executive  agrees to indemnify  and hold  harmless the
Company  and  its  officers,  directors,  and  representatives  for  any  claim,
including,  but not  limited  to,  reasonable  attorney's  fees and  expenses of
investigation, of any such third party that such third party may now have or may
hereafter come to have against the Company or such other persons,  based upon or
arising  out of any  non-competition  agreement,  invention,  secrecy,  or other
agreement  between Employee and such third party that was in existence as of the
date of this  Agreement.  To the extent  that  Employee  had any oral or written
employment  agreement or  understanding  with the Company,  this Agreement shall
automatically  supersede such agreement or understanding,  and upon execution of
this   Agreement  by  Employee  and  the  Company,   such  prior   agreement  or
understanding automatically shall be deemed to have been terminated and shall be
null and void.

     Section 13. Miscellaneous.

     13.1  Remedies.  The Company will have all rights and remedies set forth in
this  Agreement,  all rights and remedies  which the Company has been granted at
any time under any other  agreement  or contract and all of the rights which the
Company has under any law.  The Company  will be entitled to enforce such rights
specifically,  without posting a bond or other  security,  to recover damages by
reason of any breach of any  provision  of this  Agreement  and to exercise  all
other rights granted by law or available in equity.

     13.2  Waivers and  Amendments.  The  provisions  of this  Agreement  may be
amended or waived only by a written  agreement  executed  and  delivered  by the
Company and the  Executive.  No other  course of dealing  between the parties to
this Agreement or any delay in exercising any rights hereunder will operate as a
waiver of any rights of any such parties.

     13.3 Successors and Assigns. All covenants and agreements contained in this
Agreement  by or on behalf of any of the  parties  hereto will bind and inure to
the benefit of any of the parties hereto and their respective heirs,  executors,
administrators,  personal  representatives,  successors and assigns,  whether so
expressed  or not;  provided  that the  Executive  may not  assign his rights or
delegate his obligations under this Agreement without the written consent of the
Company.

     13.4 Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this  Agreement is held to be  prohibited by or invalid
under  applicable law, such provision will be ineffective  only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of this
Agreement.

     13.5 Counterparts.  This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all of which  counterparts taken together will constitute one and
the same agreement.

     13.6 Descriptive  Headings.  The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

     13.7 Notices.  All notices,  demands or other communications to be given or
delivered  under or by reason of the  provisions  of this  Agreement  will be in
writing and will be deemed to have been given when  delivered  personally to the
recipient,  two  business  days  after the date when  sent to the  recipient  by
certified or registered mail, return receipt requested and postage prepaid. Such
notices,  demands, and other communications will be sent to the Executive and to
the Company at the addresses set forth below.

                  If to the Executive:

                           Patrick McLaughlin
                           c/o Health Solutions
                           23 British American Boulevard
                           Latham, New York 12110

                  If to the Company:

                           National Medical Health Card Systems, Inc.
                           26 Harbor Park Drive
                           Port Washington, NY 10050
                           Attn:  Jonathan Friedman, Esq.

                  With a copy to (which shall not constitute notice):

                           National Medical Health Card Systems, Inc.
                           26 Harbor Park Drive
                           Port Washington, NY 10050
                           Attn: James Bigl

     Or to such other  address or to the  attention  of such other Person as the
recipient party has specified by prior written notice to the sending party.

     13.8 No Third Party Beneficiary.  This Agreement will not confer any rights
or remedies  upon any person other than the  Company,  the  Executive  and their
respective   heirs,   executors,   administrators,   personal   representatives,
successors and permitted assigns.

     13.9 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
among the  parties  and  supersedes  any  prior  understandings,  agreements  or
representations by or among the parties,  written or oral, that may have related
in any way to the subject matter hereof.

     13.10  Construction.  The language used in this Agreement will be deemed to
be the language  chosen by the parties to express  their mutual  intent,  and no
rule of strict  construction will be applied against any party. Any reference to
any federal, state, local or foreign statute or law will be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires
otherwise.  The use of the word  "including" in this Agreement means  "including
without  limitation"  and is  intended  by the  parties  to be by way of example
rather than limitation.

     13.11  Life  Insurance.   The  Company  agrees  to  purchase  and  maintain
throughout the term of employment  life insurance for Executive in the amount of
one hundred and forty thousand dollars  ($140,000) for the benefit of Executives
heirs and assigns.  Furthermore, the Company shall have the right to obtain life
insurance on the  Executive's  life, at the sole expense of the Company,  as the
case may be, with the Company as the sole  beneficiary  thereof.  The  Executive
shall  (a)  cooperate  fully in  obtaining  such  life  insurance,  (b) sign any
necessary  consents,  applications  and other related forms or documents and (c)
take any reasonably required medical examinations.

     13.12  Survival.  Sections  6, 7, 8,  9, 10 and 11 of this  Agreement  will
survive   and   continue   in  full  force  in   accordance   with  their  terms
notwithstanding any termination of the Employment Period.

     13.13 Governing Law. ALL QUESTIONS  CONCERNING THE  CONSTRUCTION,  VALIDITY
AND  INTERPRETATION  OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW, AND
NOT THE LAW OF CONFLICTS, OF THE STATE OF NEW YORK.

     13.14 Arbitration.  Except for any proceeding seeking equitable remedies in
respect hereof (including, without limitation, for enforcement of Sections 6 and
9 above),  any dispute or controversy  under this Agreement shall be resolved by
final and binding  arbitration before a single impartial  arbitrator  designated
and  acting  under  the  rules  and  regulations  of  the  American  Arbitration
Association ("AAA") located in Nassau County, Long Island if such arbitration is
commenced by the  Executive  and in Albany,  New York,  if such  arbitration  is
commenced by the Company.  The decision and award of the arbitrator  selected in
accordance  with the then  obtaining  rules and  regulations of the AAA shall be
final  and  binding  upon  the  parties  thereto,  and  may be  enforced  by the
prevailing party in any court of competent  jurisdiction.  As part of his or her
award,  the  arbitrator  shall  allocate  the fees of the AAA, any and all other
costs  of the  arbitration,  and the  parties'  reasonable  attorneys'  fees and
expenses,  in accordance  with the  arbitrator's  determination  of the relative
merits of the parties' positions in the arbitration.  Notwithstanding  any other
provision of this Agreement to the contrary,  the arbitrator shall have no power
to delete from, add to or modify the terms of this Agreement,  and may not award
any remedy which effectively conflicts directly or indirectly with any provision
of the  Agreement  as  written.  The  arbitrator's  power  shall be  limited  to
interpreting and enforcing the terms of the Agreement as written.


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

                                     National Medical Health Card Systems, Inc.

                                     By: ______________________________
                                         Name:
                                         Title:


                                     By: ____________________________
                                         Patrick McLaughlin






<PAGE>


                                    EXHBIT A