EXHIBIT 10.82


                                   AMENDMENT
                               TO LEASE AGREEMENT

     This  Amendment  dated as of October 23, 2003,  and  effective the later of
January 1, 2004 or the date when the entire  amount of square  footage set forth
on Schedule A is ready for occupancy (the "Effective  Time") is by and among BFS
Realty,  LLC ("Owner") and National Medical Health Card Systems,  Inc. ("NMHC").
All defined  terms used,  but not  otherwise  defined  herein,  shall have their
meanings set forth in the Lease  Agreement  between NMHC and Owner,  dated as of
August 1,  2001,  as  amended  to date,  together  with any and all  attachments
thereto (the "Lease Agreement").

     WHEREAS,  NMHC and Owner have entered into the Lease Agreement  pursuant to
which NMHC leases  approximately  26,500 square feet in the building known as 26
Harbor Park Drive, Port Washington, NY 11050 (the "Building") from Owner;

         WHEREAS, Owner has increased the usable square footage of the Building;

     WHEREAS, NMHC desires to increase the amount of square footage it leases in
the Building,  and to make such changes and  modifications  as  hereinafter  set
forth.

     WHEREAS,  the parties  desire to amend the terms of the Lease  Agreement to
make such changes and modifications as hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  covenants  and
agreements contained herein, the parties agree as follows:

     1. The Lease  Agreement,  effective  as of the  Effective  Time,  is hereby
amended as follows:

     a. The first sentence of the second  paragraph of the Lease Agreement shall
be deleted in its entirety and replaced with the following:

                           "Witnesseth: Owner hereby leases to Tenant and Tenant
                  hires from Owner approximately 34,270 square feet (as
                  described in Schedule A) in the building known as 26 Harbor
                  Park Drive, Port Washington, New York 11050 (the "Building")
                  in the County of Nassau for the term as defined herein or
                  until such term shall sooner cease and expire as hereinafter
                  provided, at an annual rate set forth as provided in Rider B
                  attached hereto and made a part hereof."

     b. The  attached  Schedule A shall be added to and made a part of the Lease
Agreement.

     c. The  attached  Exhibit  B shall be added to and made a part of the Lease
Agreement.

     d. Rider B of the Lease  Agreement  shall be deleted  in its  entirety  and
replaced  with  the  Rider  B  attached  hereto  and  made a part  of the  Lease
Agreement.

     e.  Section 2 of the Lease  Agreement  shall be deleted in its entirety and
replaced with the following:

                           "Occupancy:

     2. Tenant shall use and occupy the demised  premises for general office and
warehouse  space  provided such use is in  accordance  with the  certificate  of
occupancy for the building, if any, and for no other purpose."

     f. The definition of "Fixed Rent",  "Minimum Rent", or "Fixed Minimum Rent"
in Section  A-1.04 of Rider A shall be deleted in its entirety and replaced with
the following:

                           "'Fixed Rent", "Minimum Rent", or "Fixed Minimum
                  Rent" shall mean the annual rent calculated in accordance with
                  Rider B."

     g. The definition of "Lease Commencement Date" in Section A-1.14 of Rider A
shall be deleted in its entirety and replaced with the following:

            "'Lease Commencement Date" shall be the Effective Time."

     h. The  definition of "Term" in Section  A-1.16 of Rider A shall be deleted
in its entirety and replaced with the following:

                           "'Term" is the period from the Lease Commencement
                  Date to the close of business on December 31, 2013 (such date
                  being hereinafter referred to as the "Expiration Date") or
                  such earlier date upon which the Term of this Lease shall
                  expire or be cancelled or terminated pursuant to any of the
                  conditions or covenants of this Lease or pursuant to law."

                  i. The definition of "Rentable Square Footage" in Section
     A-1-17 of Rider A shall be deleted in its entirety and replaced with the
following:

     "'Rentable  Square  Footage" shall mean  approximately  34,270 square feet;
provided,  however, that Tenant shall have the right, upon sixty (60) days prior
written  notice to Landlord,  to reduce the Rentable  Square  Footage by (i) 500
square feet covering the portion of the Premises designated in Exhibit A as "New
Human  Resources"  and (ii) the amount of square  footage  utilized  by NMHC for
Human Resources  purposes prior to the execution of this Amended Lease Agreement
(such  amount  being  included  as a portion of the square  footage set forth in
Exhibit A as "Common Area.")

                  j. Section A-14.02 of Rider A is hereby amended to add the
following:

     "Notwithstanding  anything to the  contrary in this Lease,  a change in the
ownership of and/or power to vote a majority of the outstanding capital stock of
NMHC resulting from a sale of the capital stock of NMHC by Bert E. Brodsky shall
be excluded from the provisions of this Article A-14."

     k.  Section  A-16.04(a)  of Rider A is hereby  deleted in its  entirety and
replaced with the following:

     "(a)  Notwithstanding  any provision(s) in this Lease to the contrary,  the
parties acknowledge and agree that (i) the Premises are demised under this Lease
for a minimum  aggregate  Rent  (subject  to such  increases  and other costs as
provided  throughout  this  Lease  and  Tenant's  Early  Termination  right)  of
$5,311,850  for the Term,  payable upon the  execution  of this Lease,  (ii) the
terms of this Lease which  provide for the payment of Rent in  installments  are
solely for the convenience of Tenant,  and (iii) upon the default in the payment
of Rent in  installments  as  aforesaid,  then the full  aggregate  Rent  hereby
reserved for the entire Term then remaining unpaid shall, at Landlord's  option,
become due and payable upon demand."

     l. Article A-18 of Rider A is hereby amended to add the following:

     "A-18.24  Notwithstanding anything to the contrary contained in this Lease,
Tenant  shall have the right to terminate  this Lease on, and only on,  December
31, 2008 ("Early Termination").  If Tenant wishes to exercise its right of Early
Termination it shall provide  Landlord with sixty (60) days prior written notice
prior to the end of the  January  1, 2008 -  December  31,  2008 lease year (the
"Early  Termination  Notice")  of its intent to do so. The  failure by Tenant to
exercise  its right of Early  Termination  shall waive  Tenant's  right of Early
Termination. In consideration for its right of Early Termination,  Tenant hereby
agrees to pay to Landlord an amount equal to the Fixed Rent that would otherwise
be payable by Tenant to Landlord for the next succeeding thirty (30) months (the
"Early  Termination Fee"). The Early Termination Fee shall be payable by Tenant,
in whole, at any time following the Early Termination Notice; provided, however,
that in no event shall such Early  Termination  Fee be paid by Tenant  following
the end of the thirty  (30) day period  after  such  Early  Termination  Notice.
Failure by Tenant to pay the Early  Termination  Fee during such thirty (30) day
period shall  cancel  Tenant's  right of Early  Termination  granted  hereunder.
Notwithstanding  the  foregoing,  if Landlord shall lease all of the Premises at
any time  during the  immediate  thirty  (30) months  following  Tenant's  Early
Termination,  Landlord shall pay to Tenant (the "Termination Fee Reimbursement")
within  30 days  an  amount  equal  to the  difference  between  (a)  the  Early
Termination  Fee and (b) the  product  of (i) the  monthly  Fixed  Rent  used to
calculate the Early Termination Fee and (ii) the difference  between thirty (30)
months  and  the  number  of  months  that  have  passed  since  Tenant's  Early
Termination  which number shall be  calculated  as of the date in which such new
tenant takes  possession of the Premises;  provided,  however,  that if the base
rent payable by such new tenant during such period is less than the  Termination
Fee  Reimbursement,  Landlord  shall only be obligated  to reimburse  Tenant the
difference  between the Termination Fee  Reimbursement and the base rent payable
by such new tenant during such period.

     m.  Article A-19 is hereby  deleted in its  entirety and replaced  with the
following:

        "Article A-19.    Representations and Warranties of the Parties

     A-19.01 As material  inducements  for  Landlord  entering  into this Lease,
Tenant hereby  represents  and warrants to Landlord that Tenant is a corporation
duly organized and validly existing under the laws of the State of Delaware;  is
legally  qualified  to do  business  in the  State  of New  York  and all  other
jurisdictions  in which it does business;  the persons  executing and delivering
this Lease on behalf of Tenant have been lawfully and duly  authorized to do so;
and when so executed and delivered this Lease represents the valid,  binding and
legally enforceable obligations of Tenant.

     A-19.02  Landlord  hereby  represents  and  warrants  to  Tenant  that upon
termination of the Lease Agreement (the "IDA Lease") made and entered into as of
June 1, 1994 by and between  Nassau  County  Industrial  Development  Agency and
Brodsky Sibling Realty, Inc., as amended and subsequently  assigned to Landlord,
Landlord  with either (a) exercise the option to purchase the Building  pursuant
to Section 8.1 of the IDA Lease;  or (b) make all  reasonable  efforts to extend
the term of the IDA Lease such that Tenant's  interest in the Premises shall not
be disturbed during the term of this Lease."

                  n. Section A-22.01 of Rider A is hereby amended to add the
following:

     "(c) Notwithstanding  anything to the contrary in this Lease, a transfer of
a  controlling  interest  in the shares of Tenant  resulting  from a sale of the
capital  stock  of  Tenant  by Bert E.  Brodsky  shall  not be  deemed  to be an
assignment by Tenant requiring the prior written consent of Landlord."

                  o. Article C-1 of Rider C is hereby amended to add the
following section:

     "Section  C-1.09  Notwithstanding  anything to the  contrary in this Lease,
during the Term,  Landlord  shall  provide  Tenant with  employee(s)  to provide
mailroom  services (as more fully described on Exhibit B) and the services of an
employee of Landlord,  or its designee,  to provide routine maintenance services
for Tenant at no additional  charge to Tenant.  It is  understood  and agreed by
Landlord and Tenant that routine  maintenance  services  shall not include those
services  provided by Landlord  under  Section  C-1.03 for which Tenant shall be
liable  for  its  Pro  Rata  Share  of the  cost  thereof.  Notwithstanding  the
foregoing,  Tenant shall be liable, as Rent, for actual  out-of-pocket costs and
expenses  incurred  by  Landlord,  other than salary  expense,  in the course of
providing the foregoing mailroom and routine maintenance services."

     p.  Section  C-3.02  of  Rider C is  hereby  amended  to add the  following
language immediately after the last sentence of Section C-3.02:

     "Notwithstanding  the  foregoing to the  contrary,  Landlord  shall provide
Tenant with ten (10) visitor  parking spaces in a designated area of the parking
facility in front of the Building and an additional  five (5) executive  parking
spaces in a designated area of the parking  facility in the rear of the Building
near the entrance to the Premises. In addition to the foregoing, Landlord agrees
to provide Tenant with 50% of the total parking spaces  available in the parking
facility.

     q. Rider C is hereby amended to add the following Article:

     "Article C-7. Exercise Room and Equipment

     C-7.01  Landlord  agrees to  provide  and  maintain  an  exercise  room and
exercise  equipment for use by Tenant and its employees.  Tenant agrees that any
use of the  exercise  room and  exercise  equipment  by its  employees  shall be
subject to the rules and  regulations  governing  the use  thereof  provided  to
Tenant by Landlord. Tenant further agrees that any such use shall be at Tenant's
and its employees' own risk.  Landlord agrees that the exercise  equipment shall
include a mix of aerobic,  freeweight and weight machines as Landlord reasonably
determines.

     (b) Tenant agrees to pay its pro-rata share in connection  with any and all
insurance  policies  reasonably  required to be maintained by Landlord governing
the  use of the  exercise  room  and  exercise  equipment.  In  addition  to the
indemnification  provided for under the Lease,  Tenant  agrees to indemnify  and
hold  harmless  Landlord,  to the  fullest  extent  permitted  by law, to defend
Landlord from and against any and all claims,  liabilities,  actions,  judgments
and expenses,  including  reasonable  attorneys' and other professional fees and
expenses,  in connection with bodily or personal injury,  death and/or damage to
property arising out of the use by Tenant and its employees, officers, agents or
invitees  of the  exercise  room  and  exercise  equipment.  At the  request  of
Landlord,  Tenant shall cause each of its employees to execute any form prior to
entering the exercise room and utilizing exercise equipment."

     2. Except as expressly  provided  herein,  all terms and  conditions of the
Lease Agreement shall be unmodified and in full force and effect.

     3.  From and  after the  execution  and  delivery  of this  Amendment,  all
references to the Lease Agreement  contained in other agreements and instruments
executed and  delivered  pursuant to or in connection  with the Lease  Agreement
shall hereinafter mean and refer to the Lease Agreement as amended hereby.

     4. This Amendment may be executed in  counterparts  by the parties  hereto,
all of  which  shall  constitute  one  and  the  same  instrument.  A  facsimile
transmission of this signed

     Amendment  bearing a signature on behalf of a party hereto shall be binding
on such party.

     5. This Amendment shall be governed by the laws of the State of New York.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first above written.


                                                   BFS REALTY, LLC

                                                   By:_________________________
                                                      Name:____________________
                                                      Ttle:____________________

                                               NATIONAL MEDICAL HEALTH
                                                 CARD SYSTEMS, INC.

                                                By:__________________________
                                                 Name:_______________________
                                                 Title:______________________


<PAGE>


                                   SCHEDULE A*

                                 Square Footage

Dedicated to NMHC


Work Area/Executive Area                    18,791
Data Center                                  2,132
Board Room                                     512

Shared Areas
New Cafeteria                                1,020
Gym     500
New Human Resources                            500
Loading Area                                   344
Mail Room                                      272
Training Room                                  964
Warehouse                                    3,522

Common Area**:                               5,713


Total:                                      34,270

     *A Floor Plan is attached hereto as Exhibit A
     ** Includes Bath Rooms, Hallways and Reception


<PAGE>


                                    EXHIBIT A
                                   FLOOR PLAN


<PAGE>


                                    EXHIBIT B

                                MAILROOM SERVICES

     The mailroom  services listed below shall be provided by Landlord to Tenant
pursuant to Section C-1.09 and be provided on a timely basis.

     Any mail delivery,  receipt,  collection,  distribution,  sending, affixing
postage or other similar service pertaining to mail;

     Interoffice mail collection and distribution;

     Federal Express,  UPS, United States Post Office, or other courier service,
runs.


<PAGE>


                                     RIDER B

                                      Rent

     Beginning at the Effective Time,  Fixed Rent shall be $531,185,  payable in
advance in equal monthly  installments  of  $44,265.42,  for the 12 month period
beginning at the  Effective  Time.  Fixed Rent during the  remainder of the Term
shall be increased as follows:

     Commencing as of January 1, 2005, and continuing on each annual anniversary
of such day  throughout  the remainder of the Term (each such day being referred
to as a "Rent  Adjustment  Date"),  the Fixed  Rent  shall be  increased  by the
Consumer  Price Index plus 2.5%;  provided  however,  that in no event shall the
Fixed Rent on a Rent  Adjustment Date be more than 3.5% percent greater than the
Fixed Rent due for the immediately preceding lease year.

     The term "Consumer Price Index" shall mean the Consumer Price Index for the
New  York-Northeastern  New Jersey  area,  which is  currently  published by the
United States Department of Labor, Bureau of Labor Statistics.  If however, this
Consumer  Price Index is changed so that the base year is altered from that used
as of the  commencement  of the Effective  Time,  then the Consumer  Price Index
shall be converted in accordance  with the  conversion  factor  published by the
United States  Department of Labor,  Bureau of Labor  Statistics,  to obtain the
same results that would have been  obtained had the base year not been  changed.
If no  conversion  factor  is  available,  or if the  Consumer  Price  Index  is
otherwise  changed,  revised  or  discounted  for any  reason,  there  shall  be
substituted  in  lieu  thereof,  and  the  term  "Consumer  Price  Index"  shall
thereafter  refer to, the most  nearly  comparable  official  price index of the
United States  Government to obtain  substantially the same result as would have
been obtained had the original Consumer Price Index not been changed, revised or
discontinued, which alternative index shall be selected by Landlord and shall be
subject to Tenant's reasonable, prior, written approval.

     If Tenant  exercises its right to reduce the Rentable Square Footage by 500
square feet as provided herein, the Fixed Rent shall be reduced pro rata.