Exhibit 10.89



     THIS  AGREEMENT  dated the 1st day of November,  2002,  between B/A Airport
Park Solutions,  LLC, a New York limited  liability  company,  as Landlord,  and
National Medical Health Card Systems, Inc., as Tenant.

     WITNESSETH:  The Landlord  hereby  leases to Tenant and Tenant hereby hires
from Landlord,  for a term of ten (10) years (the "Term") commencing on November
1, 2002 (the  "Commencement  Date") the following  space located in the building
commonly known as 23 British  American  Blvd.  (the  "Building")  and more fully
described  on the floor plan  designated  as Exhibit "A"  attached  hereto:  (1)
19,400 square feet  situated on the second  floor;  and (2) the exclusive use of
the gym  facilities  located in the basement  (comprising of 1,377 square feet).
The Landlord  also hereby  grants a revocable  license to the Tenant  during the
Term to use the  lunchroom  facilities  located in the  Building  in common with
other tenants of the Building.  The Tenant hereby  acknowledges  and agrees that
such  license  may be revoked by the  Landlord at any time for any reason (or no
reason) upon notice,  and such revocation  shall not cause any diminution in the
Rent or other obligations  (monetary or otherwise) of the Tenant hereunder.  The
space  hereby  leased by the Tenant  indicated  in this  paragraph  is sometimes
referred to herein as the "Tenant Space".

     1. RENT. Tenant shall pay the annual Rent of $310,400 plus a twelve percent
(12%) usage fee (to cover the use of the gym  facilities),  said Rent to be paid
in equal  monthly  payments  in advance on the first day of each and every month
during the Term,  as follows:  $28,970.66 on or before the first day of each and
every month during the Term.

     All Rent shall be absolutely net to Landlord so that this Lease shall yield
to Landlord  the full amount of the  installments  thereof  throughout  the Term
without  deduction.  All Rent shall be paid to Landlord without notice,  demand,
counterclaim,  setoff,  deduction or defense, and nothing shall suspend,  defer,
diminish, abate or reduce any Rent, except as otherwise specifically provided in
this Lease.

     2. BASE  YEAR.  Tenant's  base year  shall be  Tenant's  first full year of
occupancy.  It is recognized that the rentals herein are based upon the costs to
the  Landlord  for the  initial  year of the Term  (herein  referred to as "Base
Year") in connection with the following:  real property  taxes;  sewer and water
charges;  liability insurance and fire insurance with extended coverage; general
repairs and maintenance of the Building;  heat,  air-conditioning,  electricity,
cleaning and  maintenance of common areas;  trash removal;  janitorial  service;
snow removal;  maintenance of roadway, walks, and parking areas and the care and
maintenance  of  landscaping  and grounds.  Excluded are Niagara  Mohawk charges
(electricity  and  gas)  to the  Tenant  Space  (electricity  and  gas  will  be
separately  metered and billed  directly  to Tenant)  and  capital  expenditures
defined in accordance with generally accepted accounting principals ("GAAP"). It
is agreed that Tenant shall pay its proportionate  share of any increase in such
cost as  additional  rent (the  "Additional  Rent") which are in excess of those
incurred in the Base Year.  Accounting  and payment  shall be made within thirty
(30) days of each  year of the Term.  It is  understood  that the  proportionate
share is established by the  proportion  which the rentable  square foot area of
the  Tenant  bears  to the  total  rentable  square  foot  area of the  Building
(excluding the basement). The proportionate share is 52.4%.

     3.  OCCUPANCY.  Tenant shall use and occupy the Tenant Space for no purpose
other than the conduct of Tenant's business.

     4. REPAIRS AND ALTERATIONS.  Subject to the terms hereof, including without
limitation the Landlord's  repair and  maintenance  obligations to the Building,
Tenant  shall take good care of the  Tenant  Space and  fixtures,  make good any
injury or breakage done by Tenant or Tenant's agents, employees or visitors, and
shall quit and surrender  the Tenant  Space,  at the end of the Term, in as good
condition  as the  reasonable  use  thereof  will  permit;  shall  not  make any
additions,  alterations  or  improvements  in the  Tenant  Space,  or permit any
additional  lock or  fastening  on any door,  without  the  written  consent  of
Landlord; and all alterations, partitions, additions, or improvements, which may
be made by either of the parties hereto upon the Building, shall be the property
of Landlord,  and shall remain upon and be surrendered  with the Building,  as a
part thereof, at the termination of this Lease, without disturbance, molestation
or  injury.  Tenant  hereby  assumes  all  responsibility  for any costs  and/or
expenses  which may be incurred by reason of the  installation  of any addition,
alteration or improvement  to the Tenant Space  performed by or on behalf of the
Tenant. Tenant hereby agrees and represents that it shall not mortgage,  finance
or encumber,  or in any way subject the Tenant Space or the Building to any debt
or lien of any  kind or  nature  whatsoever.  In the  event  any  lien,  debt or
encumbrance  is placed upon the Tenant Space and/or the  Building,  Tenant shall
have such lien,  debt or  encumbrance  removed within ten (10) days after it has
been placed thereon.

     5.  REQUIREMENTS OF LAW. Tenant shall promptly  execute and comply with all
statutes,  ordinances,  rules,  orders,  regulations  and  requirements  of  the
Federal,  State and City  Government  and of any and all their  Departments  and
Bureaus  applicable  to  Tenant's  particular  use  of  the  Building,  for  the
correction,  prevention,  and  abatement of nuisances or other  grievances,  in,
upon, or connected with the Building during the Term.

     Landlord  covenants  and warrants  that the Building and its common  areas,
including  bathrooms,  shall, at all times, comply with all applicable statutes,
ordinances,  rules, orders,  regulations and requirements of the federal,  state
and city government and of any and all their departments and bureaus, including,
without  limitation,  the  provisions of the  Americans  with  Disabilities  Act
("ADA").

     6.  TRADE  FIXTURES.  The  Tenant  shall have the right to adapt the Tenant
Space  to  its  use,  subject  to  Landlord's  approval,   which  shall  not  be
unreasonably  withheld,  and in that connection  shall have the right to install
showcases,  counters, shelving,  electrical connections and other trade fixtures
necessary to accommodate its business  operation.  Such work,  however,  must be
done in good,  workmanlike  and orderly fashion and shall be of such nature that
it shall not affect the safety or structural  soundness of the Building.  Unless
otherwise  agreed by the Landlord,  such  facilities  and  alterations  shall be
removed by the Tenant and the  Building be restored to its  original  condition,
subject to reasonable use and wear, prior to the Tenant's  vacating the Building
at the expiration of the Term.

     7. FIXTURES.  If after default in payment of Rent or violation of any other
provision of this Lease, or upon the expiration of this Lease,  Tenant moves out
or is  dispossessed  and fails to remove any trade  fixtures  or other  property
prior to such default, removal, expiration of Lease, or prior to the issuance of
the final order or execution of the warrant,  and after  reasonable  notice from
Landlord, then and in that event, the said fixtures and property shall be deemed
abandoned by Tenant and shall become the property of Landlord.

     8.  ASSIGNMENT.  Tenant  shall  have the right to assign  this Lease and to
sublet all or any portion of the Tenant Space with the Landlord's consent, which
consent   shall  not  be   unreasonably   withheld,   conditioned   or  delayed.
Notwithstanding any assignment of this Lease, or subletting of the Tenant Space,
Tenant shall remain  responsible to Landlord for the timely  performance and due
and proper observance of all conditions and obligations of this Lease.

     9.  SIGNS.  No sign,  advertisement,  notice  or other  lettering  shall be
exhibited,  inscribed,  painted or affixed by Tenant on any part of the exterior
of the Building.  No sign,  advertisement,  notice or other  lettering  shall be
exhibited,  inscribed,  painted or affixed by Tenant on any part of the interior
of the  Building  without the prior  written  approval  and consent of Landlord,
which shall not be unreasonably  withheld or delayed.  Any sign,  advertisement,
notice or other  lettering  of Tenant  permitted by Landlord to be placed in the
interior of the  Building  shall be affixed at Tenant's  sole cost and  expense.
Should  Landlord deem it necessary to remove the same in order to paint,  alter,
or remodel any part of the  interior of the  Building,  Landlord  may remove and
replace  same at  Landlord's  expense.  Tenant  must have its name placed on its
entry door within one month of its occupancy  date.  All signage must conform to
the Town of Colonie Sign Law.

     10.  CLEANING.  It is  understood  that the  rental  rate is  inclusive  of
janitorial  service to the  Building  including  internal  and  external  window
washing. Janitorial specifications are attached hereto as Exhibit "B".

     11. DEFAULT OF TENANT. Each of the following shall be an "Event of Default"
under this Lease;

     (a) any failure of Tenant to pay any Rent or  Additional  Rent when due and
such failure continues uncured for five (5) days after such due date; or

     (b) any failure of Tenant to perform any other of the terms,  conditions or
covenants of this Lease to be  performed  by Tenant and such  failure  continues
uncured for thirty (30) days after written notice from Landlord  specifying such
failure,  except that in cases where Tenant  cannot  reasonably  cure within the
thirty  (30) day  period,  only if Tenant  fails to commence to cure within such
thirty (30) day period and  thereafter to  diligently  continue to cure the same
until fully corrected; and

     (c) if both (i) Tenant's  estate  created by this Lease shall be taken upon
execution,  attachment  or  other  process  of  law,  and  any  such  execution,
attachment  or other process be not vacated or set aside within thirty (30) days
thereafter,  or if Tenant shall be adjudged as bankrupt, or if Tenant shall file
a voluntary petition in bankruptcy,  or if an involuntary petition in bankruptcy
be filed and not vacated or set aside within  ninety (90) days  thereafter,  and
(ii) there  otherwise  occurs an Event of Default as specified in  subparagraphs
"(a)" and "(b)" above.

     12. REMEDIES. Upon an Event of Default, Landlord may immediately, or at any
time thereafter, re-enter the Tenant Space and remove all persons and all or any
property therefrom, either by summary dispossess proceedings, or by any suitable
action or proceeding at law, without being liable to indictment,  prosecution or
damages  therefor,  and repossess  and enjoy the Tenant Space  together with all
additions,  alterations and improvements.  In any such case, Landlord may either
relet the Tenant Space or any part or parts thereof for  Landlord's own account,
or may at  Landlord's  option,  relet  the  Tenant  Space  or any  part or parts
thereof,  as the agent of Tenant,  and receive the rents therefor,  applying the
same first to the payment of such  expenses as Landlord may have  incurred,  and
then to the fulfillment of the covenants of Tenant herein,  and the balance,  if
any, at the  expiration of the Term first above  provided for,  shall be paid to
Tenant.  In the event that the Term of this  Lease  shall  terminate  by summary
proceedings  or otherwise,  and if Landlord shall not relet the Tenant Space for
Landlord's own account,  then, whether or not the Tenant Space be relet,  Tenant
shall remain liable for, and Tenant hereby agrees to pay to Landlord,  until the
time when this Lease would have expired but for such  termination or expiration,
the  equivalent  of the amount of all of the Rent and  Additional  Rent reserved
herein,  less the  avails of  reletting,  if any,  and the same shall be due and
payable by Tenant to  Landlord  on the same date the  monthly  rent  payments as
provided  herein are due;  that is, upon each of such days  Tenant  shall pay to
Landlord the amount of deficiency then-existing.  Tenant hereby expressly waives
any and all right of redemption in case Tenant shall be dispossessed by judgment
or warrant of any court or judge,  and Tenant waives and will waive all right to
trial  by jury in any  summary  proceedings  hereafter  instituted  by  Landlord
against  Tenant in respect to the Tenant  Space or any action to recover Rent or
Additional Rent or damages hereunder.  In the event of a breach by Tenant of any
of the  covenants  or  provisions  hereof,  Landlord  shall  have  the  right of
injunction and the right to invoke any remedy allowed at law or in equity, as if
re-entry,  summary  proceedings and other remedies were not herein provided for.
The words  "re-enter" and "re-entry" as used in this Lease are not restricted to
their technical legal meaning.

     13. ACCESS TO BUILDING.  Tenant agrees that Landlord and Landlord's  agents
and other representatives shall have the right to enter into and upon the Tenant
Space, or any part thereof,  at all reasonable hours and upon reasonable  notice
for the purpose of examining the same, or for making such repairs,  alterations,
additions,  or improvements  therein as may be necessary or deemed  advisable by
Landlord. Tenant also agrees to permit Landlord or Landlord's agents to show the
Tenant Space to persons wishing to hire or purchase the same; and Tenant further
agrees that during the six (6) months next  preceding the expiration of the Term
hereby  granted  Landlord  or  Landlord's  agents  shall have the right to place
notices on the front of the Building, or any part thereof, offering the Building
"To Let" or "For Sale",  and Tenant  hereby  agrees to permit the same to remain
thereon without hindrance or molestation.

     14. COMMON AREAS AND SERVICES.  The Landlord shall provide and pay for base
year costs of the following  services:  sewer and water; snow and trash removal;
cleaning and maintenance of common areas; maintenance of the roadways, walks and
parking areas;  care and maintenance of landscaping and grounds;  and janitorial
services as set forth at paragraph 10 hereof. The services herein to be provided
contemplate  the uses  customary and usual in the conduct of a general  business
office  operation  and will be provided  between  7:30 a.m.  and 5 p.m.,  Monday
through  Friday.  Increases  over the base year costs of these  services will be
charged to the Tenant on a proportionate basis, as outlined in paragraph 2.

     As used in this Lease, the Term "common areas" means,  without  limitation,
the hallways, entryways, stairs, elevators,  driveways, parking lots and parking
areas, walkways,  terraces,  docks, loading areas, restrooms,  trash facilities,
and all other areas and  facilities in the Building or project that are provided
and  designated  from time to time by the Landlord for the general  nonexclusive
use and convenience of Tenant with Landlord and other Tenants of the Building or
project and their respective employees,  invitees, licensees, or other visitors.
The Landlord  grants the Tenant,  its employees,  invitees,  licensees and other
visitors a  nonexclusive  license for the Term to use the common areas in common
with  others  entitled  to use  the  common  areas,  subject  to the  terms  and
conditions of this Lease.  Without advance written notice to Tenant, and without
any  liability to Tenant in any respect,  provided  Landlord will take no action
permitted  under  this  Article  in such a manner  as to  materially  impair  or
adversely  affect  Tenant's  substantial  benefit and enjoyment of the Building,
Landlord will have the right to:

     (a) Temporarily  close any of the common areas for maintenance,  alteration
or improvement purposes; and

     (b) Change the size, use, shape or nature of any such common areas.

     15.  PARKING.  Tenant will be  entitled  to the use of 101  parking  spaces
around the  Building or in the project in common  during the Term subject to the
rules and regulations set forth herein, and any amendments or additions to them.
The Tenant uses the parking spaces at its own risk, and the Landlord will not be
liable for loss or damage to any  vehicle  or any  contents  of such  vehicle or
accessories  to any such  vehicle,  or any  property  left in any of the parking
areas.

     16. NO DIMINUTION OF RENT. No diminution or abatement of Rent or Additional
Rent, or other  compensation,  shall be claimed or allowed for  inconvenience or
discomfort  arising from the making of repairs or  improvements to the Building;
provided,  however,  that (except in the case of emergencies) Landlord shall use
its  reasonable  efforts  to  perform  such  work  in a  manner  that  does  not
unreasonably  interfere  with the normal  conduct  of  Tenant's  business.  With
respect to the various "services" expressly or implicitly agreed to be furnished
by Landlord to Tenant under this Lease,  Tenant shall not be entitled to receive
any  diminution or abatement of Rent,  including  Additional  Rent, or any other
compensation,  for  interruption or curtailment of such service by reason of any
alterations  or repairs  desirable  or  necessary  to be made,  or for any other
reason (other than  negligence  or willful  misconduct of Landlord or Landlord's
agents,  employees or invitees).  No interruption or curtailment of such service
shall be deemed a constructive eviction.

     Anything  in this  Article  or  otherwise  in this  Lease  to the  contrary
notwithstanding,  if (a) any Essential  Service (as  hereinafter  defined) which
Landlord is required to provide to Tenant  under this Lease is  interrupted,  or
(b) Tenant is denied  access to the Tenant  Space as required  under this Lease;
and if, as a result of any of the  foregoing  Tenant is unable to use the Tenant
Space, or any portion thereof, for the normal conduct of Tenant's business,  and
such condition continues for a period in excess of ten (10) consecutive business
days,  the Rent  (including  Additional  Rent)  shall be abated as to the Tenant
Space, or affected portion thereof,  on a per diem basis commencing on the tenth
(10th) business day following such occurrence.  The term "Essential  Service" as
used in this Section shall mean electricity, heat, ventilation, air conditioning
and toilet facilities.

     17.  INABILITY TO PERFORM.  Except as set forth herein,  this Lease and the
obligation  of Tenant to pay Rent  hereunder,  including  Additional  Rent,  and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no way be affected,  impaired or excused because  Landlord
is  unable to supply  or is  delayed  in  supplying  any  service  expressly  or
impliedly  to be  supplied  or is unable to make,  or is  delayed  in making any
repairs,  additions,  alterations  or  decorations  or is unable to supply or is
delayed in  supplying  any  equipment  or fixtures or Landlord is  prevented  or
delayed from so doing by reason of  governmental  preemption in connection  with
any National  Emergency  declared by the  President  of the United  States or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any  governmental  agency or by reason of the condition of supply and
demand which have been or are affected by war or other emergency.

     18. DESTRUCTION.  If the Building or the Tenant Space shall be partially or
totally  damaged or destroyed by fire or other casualty (and if this Lease shall
not be terminated as hereinafter provided in this Article),  then Landlord shall
rebuild,  repair and restore the Building including the Building systems and the
Common Areas but excluding any alteration, addition or improvement to the Tenant
Space performed by or on behalf of the Tenant (all such  rebuilding,  repair and
restoration  work being  herein  called  "Landlord's  Restoration  Work"),  with
reasonable  dispatch after notice to it of the damage or destruction;  provided,
however,  that in no event shall the collection of insurance  proceeds delay the
performance of the Landlord's  Restoration  Work. If the Tenant Space and/or the
Building shall be damaged or destroyed by fire or other casualty so as to render
the Tenant Space completely or partially untenantable,  then the Rent (including
Additional Rent) shall be abated in the proportion that the untenantable area of
the Tenant Space bears to the total area of the Tenant Space for the period from
the date of the damage or destruction to the date which  Landlord's  Restoration
Work shall be  completed.  Landlord is not  required to repair or replace any of
Tenant's Property, unless originally installed by Landlord.

     If the Building  shall be damaged or  destroyed  by fire or other  casualty
such that Landlord's Restoration Work requires more than one hundred fifty (150)
days (as estimated by a reputable independent  contractor,  registered architect
or  licensed   professional  engineer  designated  by  Landlord  and  reasonably
acceptable  to  Tenant),  then  Landlord or Tenant may  terminate  this Lease by
giving the other party notice to such effect  within  thirty (30) days after the
date of the casualty. In addition, if fifty percent (50%) or more of the useable
area of the Tenant Space is rendered untenantable or Tenant is denied reasonable
access to the Tenant Space as a result of such damage by fire or other  casualty
and either (a) such damage  occurs  during the last two (2) years of the Term or
(b) it is determined by a reputable,  independent contractor, licensed architect
or  licensed   professional  engineer  designated  by  Landlord  and  reasonably
acceptable  to  Tenant,  that  such  part of the  Tenant  Space  cannot  be made
tenantable  or that  reasonable  access  thereto  cannot be restored  within one
hundred fifty (150) days after the occurrence of such fire or other casualty, or
such part of the Tenant Space is not made tenantable or such  reasonable  access
to the Tenant Space is not so restored  within such one hundred fifty (150) days
(the  "Outside  Restoration  Date"),  then,  in the case of either clause (a) or
clause (b)  above,  this Lease and the Term and  estate  hereby  granted  may be
terminated by Tenant by a notice specifying a date for such  termination,  which
date shall not be more than  thirty  (30) days after the filing of such  notice.
Tenant's  notice  specifying the date for such  termination  may be given within
sixty (60) days after the date of such damage,  if during the last two (2) years
of the Term, or Tenant is notified that it has been determined that such part of
the Tenant Space cannot be made  tenantable or that  reasonable  access  thereto
cannot be restored  within such one  hundred  fifty (150) day period,  or within
sixty (60) days after the Outside  Restoration  Date,  but in any event prior to
the  date  such  part of the  Tenant  Space  shall  be made  tenantable  or that
reasonable access shall be restored. In the event of the giving of any notice of
termination,  this Lease and the Term and estate hereby  granted shall expire as
of the date  specified  in such notice with the same effect as if such date were
the date initially specified in this Lease as the end of the Term.

     The  provisions  of this  Section  shall be  deemed  an  express  agreement
governing any case of damage or destruction of the Tenant Space by fire or other
casualty,  and  Section 227 of the Real  Property  Law of the State of New York,
providing for such a contingency in the absence of an express agreement, and any
other law of like import,  now or hereafter in force,  shall have no application
in such case.

     19.  CONDEMNATION.  That should the land whereon the Building stands or any
part thereof be condemned for public use, so as to  materially  affect the usage
of the Building and/or the Tenant Space,  then in that event, upon the taking of
the same for such public use,  this Lease shall  become a nullity,  and the Term
cease  and come to an end upon the  date  when the same  shall be taken  and the
Rent,  including  Additional Rent, and all other charges shall be apportioned as
of such date.  Tenant shall have no claim against  Landlord for the value of any
unexpired  Term of this Lease.  No part of any award,  however,  shall belong to
Tenant  provided,  however,  Tenant  shall be  permitted  to assert  such claim,
including any claim  permitted by law for relocation  costs,  as may be provided
under the laws of the State of New York.

     20. LIABILITY. Landlord is exempt from any and all liability for any damage
or injury to person or property caused by or resulting from steam,  electricity,
gas, water,  rain, ice or snow, or any leak or flow from or into any part of the
Building or from any damage or injury  resulting or arising from any other cause
or happening  whatsoever  unless such damage or injury be caused by or be due to
the negligence of Landlord.

     21. INDEMNIFICATION. Except for any injury or damage to persons or property
on the  Tenant  Space  that is  caused  by or  results  from the  negligence  or
deliberate  act of  Landlord,  its  employees  or  agents,  and  subject  to the
provisions  of Paragraph  20,  Tenant will not hold  Landlord,  its employees or
agents liable for, and Tenant will  indemnify and hold  harmless  Landlord,  its
employees  and agents from and against any and all  demands,  claims,  causes of
action,   fines,   penalties,   damages  (including,   consequential   damages),
liabilities,  judgments and expenses (including without  limitation,  reasonable
attorneys' fees) incurred in connection with or arising from:

     1) the use or  occupancy  or manner of use or occupancy of the Tenant Space
by Tenant or any person claiming under Tenant;

     2) any activity,  work or thing done or permitted by Tenant in or about the
Tenant Space or the Building ;

     3) any breach by Tenant or its employees,  agents,  contractors or invitees
of this Lease; and

     4) any injury or damage to the person,  property or business of Tenant, its
employees,  agents, contractors or invitees entering upon the Tenant Space under
the express or implied invitation of Tenant.

     If any action or proceeding is brought against  Landlord,  its employees or
agents by reason of any such claim for which  Tenant has  indemnified  Landlord,
Tenant,  upon  written  notice from  Landlord,  will defend the same at Tenant's
expense, with counsel reasonably satisfactory to Landlord.

     Except for any injury or damage to persons or property on the Tenant  Space
that is caused by or results from the  negligence or  deliberate  act of Tenant,
its employees or agents, and subject to the provisions of Paragraph 20, Landlord
will not hold  Tenant,  its  employees or agents  liable for, and Landlord  will
indemnify  and hold harmless  Tenant,  its employees and agents from and against
any and all  demands,  claims,  causes  of  action,  fines,  penalties,  damages
(including   consequential   damages),   liabilities,   judgments  and  expenses
(including,   without  limitation,   reasonable  attorneys'  fees)  incurred  in
connection with or arising from:

     1) the use or  occupancy  or manner of use or occupancy of the Tenant Space
by Landlord or any person claiming under Landlord;

     2) any  activity,  work or thing done or  permitted by Landlord in or about
the Tenant Space or the  Building ; 3) any breach by Landlord or its  employees,
agents, contractors or invitees of this Lease; and

     4) any injury or damage to the person,  property  or business of  Landlord,
its employees,  agents,  contractors or invitees  entering upon the Tenant Space
under the express or implied invitation of Landlord.

     If any action or proceeding is brought against  Landlord,  its employees or
agents by reason of any such claim for which  Tenant has  indemnified  Landlord,
Tenant,  upon  written  notice from  Landlord,  will defend the same at Tenant's
expense, with counsel reasonably satisfactory to Landlord.

     22.  INSURANCE.  At all  times  during  the  Term,  Tenant  will  carry and
maintain, at Tenant's expense, the following insurance, in the amounts specified
below  or such  other  amounts  as  Landlord  may from  time to time  reasonably
request, with insurance companies and on forms satisfactory to Landlord:

     1) Bodily injury and property  damage  liability  insurance,  with a single
limit of $2,000,000.00  which may be satisfied by a commercial general liability
policy in conjunction with an excess umbrella policy. All such insurance will be
equivalent  to  coverage  offered  by  a  commercial   general  liability  form,
including,  without  limitation,   personal  injury  and  contractual  liability
coverage for the performance by Tenant of the indemnity  agreements set forth in
this Lease.

     2) Worker's  compensation  insurance  satisfying  Tenant's  obligations and
liabilities  under  the  worker's  compensation  laws of the  State of New York,
including  employer's  liability insurance in the limits required by the laws of
the State of New York; and

     3) If Tenant  operates  owned,  hired or nonowned  vehicles on the project,
comprehensive  automobile  liability  at a limit  of  liability  not  less  than
$1,000,000.00 combined bodily injury and property damage.

     4) Fire legal liability  insurance in the amount of the replacement cost of
the Tenant Space actually occupied by Tenant.

     5) Business interruption insurance for 12 months of coverage.

     A certificate of insurance,  naming the Landlord as an additional  insured,
will be delivered to the Landlord prior to the Tenant's  occupancy of the Tenant
Space. All commercial  general  liability or comparable  policies  maintained by
Tenant will name  Landlord as an  additional  insured.  All  commercial  general
liability and property policies  maintained by Tenant will be written as primary
policies,  not  contributing  with and  supplemental  to the  coverage  that the
Landlord may carry.

     Landlord shall maintain (a) "Special Form" property  insurance covering the
full replacement  value of the Building and (b) commercial  liability  insurance
covering  the  Common  Areas of the  Building  and the  project  and  Landlord's
activities in the Building and the project, each with such terms,  coverages and
conditions as are normally  carried by reasonably  prudent  owners of properties
similar to the Building.

     23. WAIVER OF CLAIMS AND  SUBROGATION.  The Landlord  shall be exempt from,
and the  Tenant  agrees  to  accept  the risk of loss by fire or other  casualty
covered by insurance as to the contents,  leasehold  improvements or fixtures of
the Tenant  Space  ensuing by reason of such fire or other  casualty  covered by
insurance.  The Tenant shall be exempt from,  and the Landlord  agrees to accept
the  risk of loss by fire or  other  casualty  covered  by  insurance  as to the
Building,  equipment,  fixtures and appurtenances of the Tenant Space during the
Term of this Lease or any renewal thereof.  Landlord and Tenant shall each cause
each insurance  policy carried by each,  respectively,  insuring the Building or
the Tenant Space, its contents, leasehold improvements or fixtures to be written
in a manner so as to provide  that the  insurance  companies  waive all right or
recovery by way of  subrogation  against the other party in connection  with any
loss or damage covered by any such policies.

     24. NO WAIVER.  The failure of Landlord to insist upon a strict performance
of any of the terms,  conditions  and  covenants  herein,  shall not be deemed a
waiver of any rights or remedies that Landlord may have, and shall not be deemed
a waiver of any  subsequent  breach or  default  in the  terms,  conditions  and
covenants  herein  contained.  This  instrument may not be changed,  modified or
discharged orally.

     25.  SUBORDINATION/NON-DISTURBANCE.  This  instrument  shall  not be a lien
against  the Tenant  Space in respect  to any bank,  insurance  company or other
lending  institution  mortgages  that are now on or that hereafter may be placed
against the Tenant  Space,  and the  recording of such  mortgage,  or mortgages,
shall have  preference  and precedence and be superior and prior in lien of this
Lease,  irrespective  of the date of recording  and Tenant agrees to execute any
such instrument,  without cost, that may be reasonably necessary or desirable to
further  effect  the  subordination  of  this  Lease  to any  such  mortgage  or
mortgages;  provided such subordination  shall be conditioned upon the holder of
any such  mortgage  first  executing and  delivering to Tenant a  nondisturbance
agreement, in form and substance reasonably satisfactory to Tenant, by which the
mortgagee agrees not to terminate this Lease in foreclosure. Tenant's refusal to
execute such  subordination  instrument  shall entitle  Landlord,  or Landlord's
assigns and legal  representatives,  to cancel this Lease without  incurring any
expense or damage and the Term hereby granted is expressly limited  accordingly.
At  Tenant's  request,   Landlord  shall  use  its  best  efforts  to  obtain  a
nondisturbance  agreement  from any future  mortgagees by utilizing the standard
form nondisturbance agreement of such lender.

     26. ESTOPPEL  CERTIFICATE.  Tenant shall at any time and from time to time,
deliver a written  instrument  ("Estoppel  Certificate")  to  Landlord or to any
other  person or firm  specified by Landlord,  duly  executed and  acknowledged,
certifying to the best of its  knowledge,  information or belief that this Lease
is  unmodified  and in  full  force  and  effect  or,  if  there  has  been  any
modification,  that Lease is in full force and effect as  modified,  and stating
any and  all  such  modifications;  specifying  the  dates  to  which  Rent  and
Additional  Rent provided for herein has been paid; and whether there exists any
default  in the  performance  of any  covenant  agreement,  Term,  provision  or
condition contained in this Lease.

     27.  RULES AND  REGULATIONS.  Tenant  and  Tenant's  employees,  agents and
visitors shall comply strictly with the Rules and  Regulations  attached to this
Lease,  and such other and further  reasonable Rules and Regulations as Landlord
or Landlord's  agents may from time to time adopt.  Landlord shall not be liable
to Tenant for violation of any said Rules or  Regulations,  or the breach of any
covenant  or  condition  in any  Lease,  by any other  tenant  in the  Building,
provided that all such Rules shall be enforced in a nondiscriminatory manner.

     28. QUIET ENJOYMENT.  Tenant, upon payment of the Rent, Additional Rent and
other required  charges,  and the performance by Tenant under this Lease,  shall
have the peaceful and quiet  enjoyment of the Tenant Space without  hindrance or
disturbance by Landlord or those claiming by, through or under Landlord,  or any
other person or entity whatsoever.

     29.  ATTORNEYS  FEES.  The  parties  agree that in the event of any summary
proceeding or other litigation concerning the terms of this Lease the prevailing
party shall be entitled to recover as Additional  Rent all reasonable  attorneys
fees, costs and disbursements.

     30. LATE  CHARGES.  A late charge of five (5%) percent shall be assessed to
any rental  payment not made within  fifteen (15) days of the due date and shall
be considered Additional Rent.

     31.  NOTICES.  Any notice  given to Tenant  shall be in writing and sent by
registered or certified mail to Tenant at:

                           National Medical Health Card Systems, Inc
                           26 Harbor Park Drive
                           Port Washington, New York 11050
                           Attn: President

     Tenant may change the address at which  notices  shall be given at any time
upon  notification  to  Landlord.  Any notices to be given to Landlord  shall be
given in writing and sent by certified mail to Landlord at:

                           British American Development Corporation
                           4 British American Boulevard
                           Latham, NY   12110
                           Attn:    Charles W. Poe, Jr.
                                    Executive Vice President


     Landlord  may change the address at which  notices  shall be given any time
upon notification to Tenant.

     32.  ATTACHMENTS  TO LEASE.  It is mutually  understood and agreed that the
covenants  and  agreements  in  the  written  Lease,  addendums,   exhibits  and
attachments  shall be binding upon the parties hereto and upon their  respective
successors, assigns, heirs, executors and administrators.

     33.  RENEWAL  OPTIONS.  Tenant  shall have one (1) five (5) year  option to
renew for all of the Tenant Space upon six (6) months prior written notice.  The
terms  and  conditions  of such  renewal  period  shall  be the same  terms  and
conditions  as set forth  herein  except:  (1) the  renewal  rental rate for the
Tenant Space shall be $18.40 per square foot,  plus a twelve percent (12%) usage
fee;  and (2) the Base Year shall remain the initial year of the Term under this
lease (as opposed to the first year of the renewal term).

     34.  MISCELLANEOUS.  Notwithstanding  anything to the contrary contained in
this Lease, any monies due to Landlord under this Lease in addition to the fixed
Rent shall be deemed to be Additional  Rent.  Any default on the payment of such
Additional Rent shall give Landlord the same rights and remedies as are provided
herein  with  respect  to a  default  in the  payment  of fixed  Rent.  Tenant's
obligations to pay fixed Rent and  Additional  Rent shall survive the expiration
of the Lease Term or earlier termination of this Lease.

     The  failure of the  Landlord to insist  upon a strict  performance  of any
term, covenant or condition herein shall not be deemed a waiver of any rights or
remedies that Landlord may have or a waiver of any subsequent breach or default.

     If any  provision  of this Lease shall be  unenforceable  or invalid,  such
unenforceability  or  invalidity  shall not affect any other  provision  of this
Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.


                           B/A Airport Park Solutions, LLC

                           By:________________________________
                               British American Development Corp.
                                 its Managing Member
                                 Charles W. Poe, Jr.
                                 Executive Vice President

                           National Medical Health Card Systems, Inc.

                           By:_________________________________
                                 --------------, -----------



<PAGE>


                              RULES AND REGULATIONS


     1. The sidewalks,  entrances,  passages,  courts, elevators,  stairways, or
halls shall not be  obstructed  by any Tenant or used for any purpose other than
ingress  and  egress to and from the  Building.  Nothing  shall be thrown out of
windows or doors or down passages of the Building.

     2.  Movement  of goods in or out of the  Building  shall  only be  effected
through  entrances and elevators  designated  for that purpose.  No hand trucks,
carts,  etc. shall be used in the Building unless equipped with rubber tires and
side guards.

     3. No awnings or other  projections  shall be attached to the outside walls
of the  Building  and no  curtains,  blinds,  shades,  or screens  shall be used
without the prior written consent of the Landlord.

     4. The  skylights,  windows  and doors that  reflect or admit light and air
into the halls,  or other public places in the Building  shall not be covered or
obstructed by any Tenant, nor shall anything be placed on the windowsills.

     5. The water and wash closets and other plumbing fixtures shall not be used
for any  purposes  other  than  those for which  they were  constructed,  and no
rubbish,  rags,  or  other  substances  shall be  thrown  therein.  All  damages
resulting  from any misuse of the fixtures  shall be borne by the Tenant who, or
whose employees, agents, visitors or licensees, shall have caused the same.

     6. No Tenant shall mark,  paint,  drill into, or in any way deface any part
of the  Building or which they form a part.  No boring,  cutting or stringing of
wires shall be permitted, except with the prior written consent of the Landlord,
and as the  Landlord may direct.  No Tenant shall lay linoleum or other  similar
floor covering,  so that the same shall come in direct contact with the floor of
the  Building,  and, if linoleum or other  covering is used, an  interlining  of
builder's  deadening  felt shall be first  affixed  to the floor,  by a paste or
other  material,  soluble in water,  the use of cement or other  adhesive  being
expressly prohibited.

     7. No Tenant shall make,  or permit to be made,  any unseemly or disturbing
noises or  disturb  or  interfere  with  occupants  of this or  neighboring  the
Building  or  those  having  business  with  them  whether  by  the  use  of any
instrument,  radio,  talking machine,  unmusical noise,  whistling,  singing, or
otherwise.

     8. No Tenant, nor any of Tenant's employees, agents, visitors or licensees,
shall at any time bring or keep upon the Building any  inflammable,  combustible
or explosive fluid, chemical or substance, or allow any unusual or objectionable
odors to be produced upon the Building, or permit animals or birds to be brought
or kept at the Building.

     9. No  machine,  except  typical  office  machines,  may be operated in the
Building without the written consent of the Landlord;  machinery shall be placed
in approved settings to absorb or prevent any noise or annoyance.

     10. No Tenant shall place a load upon any floor of the  Building  exceeding
the floor load per square  foot area which such floor was  designed to carry and
all floor loads shall be evenly distributed. All removals, or the carrying in or
out of any safes,  freight,  furniture or bulky matter of any  description  must
take place during the hours which the Landlord or Landlord's agent may determine
from time to time.  The Landlord  reserves the right to prescribe the weight and
position of all safes,  which must be placed so as to distribute the weight. The
Landlord  reserves  the right to inspect  all  freight  to be  brought  into the
Building  and to exclude from the  Building  all freight  which  violates any of
these Rules and Regulations of this Lease. Safes and machinery may not be put on
elevators.

     11.  Canvassing,  soliciting and peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same.

     12. No water cooler,  air  conditioning  unit or system or other  apparatus
shall  be  installed  or used by any  Tenant  without  the  written  consent  of
Landlord.