Exhibit 10.44

             FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
           NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND JAMES BIGL


     This Fourth Amendment dated November 6, 2002  ("Effective  Date") is by and
among National Medical Health Card Systems, Inc., (the "Company") and James Bigl
("Employee").  All defined terms used, but not otherwise  defined herein,  shall
have their meanings set forth in the Employment Agreement,  as amended,  between
Company and Employee  dated May 3, 2000 and amended July 18, 2001 and as further
amended on April 15,  2002 and  October  14,  2002  respectively  (the  "Amended
Employment Agreement").

                                   WITNESSETH:

     WHEREAS,  the Company and Employee have entered into the Amended Employment
Agreement; and

     WHEREAS,  both the Company and the Employee  are desirous to amend  certain
provisions of the Amended Employment Agreement.

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

     1.  Section 3 shall be amended to add  Section  3.5 which  shall  state the
following:

               In the event of a Change of Control,  Executive shall be entitled
          to receive a  transaction  bonus  payable as follows:  (i) 100% of the
          Executive's  current Base Salary and most  recently paid annual bonus,
          payable on the closing of the transaction  constituting  the Change of
          Control and (ii) 100% of the Executive's  current base salary and most
          recently paid annual bonus,  payable the earlier of six month from the
          closing of the transaction  constituting  the Change of Control or the
          effective date of termination of the Executive for a reason other than
          pursuant to Section 5.2 of the Amended Agreement.  For the purposes of
          this paragraph Change of Control shall mean (i) the acquisition by any
          Person  or  Persons  acting  as  a  group  (other  than  any  existing
          shareholder of the Company)  following the  Commencement  Date of more
          than 50% of the Company's outstanding voting stock; (ii) the merger of
          the Company with or into another  corporation where the Company is not
          the surviving entity;  (iii) any reverse merger in which the Company's
          shareholders  immediately prior to the merger do not have the right to
          elect a majority of the members of the Board of the surviving  entity;
          or (iv)  the sale of all or  substantially  all of the  assets  of the
          Company.

     2. Except as expressly  provided  herein,  all terms and  conditions of the
Amended 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  Amended   Agreement   contained  in  other  agreements  and
instruments  executed  and  delivered  pursuant  to or in  connection  with  the
Agreement shall  hereinafter mean and refer to the Amended  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.


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     IN WITNESS  WHEREOF,  the Company and Employee  have  executed  this Second
Amendment the day and year first above written.

                                  NATIONAL MEDICAL HEALTH CARD
                                  SYSTEMS, INC.
                                  By:

                                  ______________________________________
                                  Bert E. Brodsky, Chairman of the Board


                                  ______________________________________
                                  James Bigl