Exhibit 10.45

     STOCK OPTION  AGREEMENT  made as of the 20th day of February,  2001 between
NATIONAL  MEDICAL  HEALTH  CARD  SYSTEMS,  INC.,  a New  York  corporation  (the
"Company"), and James Bigl (the "Optionee").

     WHEREAS,  the  Optionee  is an  employee  of the  Company  or a  subsidiary
thereof;

     WHEREAS,  the  Company  desires to provide to the  Optionee  an  additional
incentive to promote the success of the Company;

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

     1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to Eleven  Thousand  (11,000) Common Shares
of the Company (the "Option Shares") during the following periods:

     (a) All or any part of Three  Thousand Six Hundred  Seventy  (3,670) Common
Shares may be  purchased  during the period  commencing  February  20,  2001 and
terminating at 5:00 P.M. on February 19, 2006 (the "Expiration Date").

     (b) All or any part of an additional Three Thousand Six Hundred  Sixty-Five
(3,665) Common Shares may be purchased during the period commencing February 20,
2002 and terminating at 5:00 P.M. on the Expiration Date.

     (c) All or any part of an additional Three Thousand Six Hundred  Sixty-Five
(3,665)  Common  Shares  may  be  purchased  during  the  period  commencing  on
February20, 2003 and terminating at 5:00 P.M. on the Expiration Date.

     2.  NATURE OF OPTION.  Such  Options  to  purchase  the  Option  Shares are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, relating to "incentive stock options".

     3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
One Dollar and .672 Cents ($1.672) (the "Option  Price").  The Company shall pay
all original issue or transfer taxes on the exercise of the Option.



<PAGE>


     4. EXERCISE OF OPTIONS.  The Option shall be exercised in  accordance  with
the provisions of the Plan. As soon as  practicable  after the receipt of notice
of exercise (in the form annexed  hereto as Exhibit A) and payment of the Option
Price as provided  for in the Plan,  the Company  shall  tender to the  Optionee
certificates  issued in the  Optionee's  name  evidencing  the  number of Option
Shares covered thereby.

     5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and  distribution  and,  during the Optionee's  lifetime,
shall not be exercisable by any person other than the Optionee.

     6.  INCORPORATION  BY REFERENCE.  The terms and  conditions of the Plan are
hereby incorporated by reference and made a part hereof.

     7. NOTICES.  Any notice or other  communication  given  hereunder  shall be
deemed  sufficient  if in writing and hand  delivered or sent by  registered  or
certified mail, return receipt  requested,  addressed to the Company,  26 Harbor
Park Drive, Port Washington,  New York 11050, Attention:  Secretary,  and to the
Optionee at the address  indicated  below.  Notices shall be deemed to have been
given on the date of hand  delivery  or  mailing,  except  notices  of change of
address, which shall be deemed to have been given when received.

     8. BINDING  EFFECT.  This Agreement  shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors and assigns.

     9. ENTIRE AGREEMENT.  This Agreement,  together with the Plan, contains the
entire  understanding  of the parties  hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                                 NATIONAL MEDICAL HEALTH CARD
                                                 SYSTEMS, INC.



                                                By:
                                                -----------------------------




                                               -----------------------------
                                               Signature of Optionee


                                               James Bigl
                                               -------------------------------
                                               Name of Optionee


                                               ------------------------------
                                               Address of Optionee



<PAGE>



                                    EXHIBIT A

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                              OPTION EXERCISE FORM


     The  undersigned  hereby  irrevocably  elects to exercise the within Option
dated __________________,  to the extent of purchasing ___________ Common Shares
of National  Medical Health Card Systems,  Inc. The  undersigned  hereby makes a
payment of $____________ in payment therefor.


                                                     James Bigl
                                                     -------------------------
                                                     Name of Optionee


                                                     -------------------------
                                                     Signature of Optionee


                                                     -------------------------
                                                     Address of Holder


                                                     -------------------------
                                                     Date