EXHIBIT 10.21


     AMENDMENT NO. 1, dated as of September 25, 2002  ("Amendment No. 1") to the
Receivables  Purchase and Transfer Agreement,  dated as of January 29, 2002 (the
"RPTA"),  among  NATIONAL  MEDICAL  HEALTH CARD  SYSTEMS,  INC., a  corporation.
organized  under the laws of the State of Delaware  (together with its corporate
successors and assigns,  "NMHC", and in its capacity as initial primary servicer
thereunder,  the "Primary  Servicer"),  each of the entities named on Schedule I
thereto (each, including NMHC, together with each one's corporate successors and
assigns, a "Provider" and collectively, the "Providers"), and NMHC FUNDING, LLC,
a limited  liability  company  organized under the laws of the State of Delaware
(together with its corporate  successors and assigns,  the  "Purchaser") and HFG
HEALTHCO-4  LLC (together with its  successors  and assigns,  the "Lender"),  as
assignee of the Purchaser.  Unless otherwise  defined herein,  terms in the RPTA
are used herein as therein defined.

     WHEREAS,  the Primary  Servicer and the Providers  have  requested that the
Purchaser  agree to amend  certain  provisions  of the RPTA and that the  Lender
consent to such amendments and to the prepayment in full of the Unsecured Notes.

     WHEREAS,  the Purchaser is willing to agree to the amendments  requested by
the Primary Servicer and the Providers,  and the Lender is willing to consent to
such  amendments and  prepayment,  subject to the terms and conditions set forth
herein.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  hereby  are
acknowledged,  and subject to the fulfillment of the conditions set forth below,
the parties hereto agree as follows:

SECTION 1.        AMENDMENTS TO RPTA

     1.1 Schedule Ito the RPTA is hereby amended to add NMHCRX  CONTRACTS,  INC.
as a Provider.

     1.2  Paragraph  (bb)  of  Exhibit  V to  the  RPTA  is  hereby  amended  by
substituting  the figure  "0.75"  with the figure  "0.70" in the first  sentence
thereof

     1.3  Paragraph  (x) of  Exhibit  V to the  RPTA is  hereby  amended  in its
entirety and the following shall be substituted therefor:

                         (x)      Consolidated Net Worth, calculated at the end
                                  of any fiscal quarter of the Providers, is
                                  less than the amount set forth below as of the
                                  end of the corresponding fiscal quarter
                                  indicated below:

                  Fiscal Quarter Ending Amount

                    June 30, 2002                                $ 8,750,000
                    September 30, 2002                           $ 9,000,000
                    December 31, 2002                            $10,000,000
                    March 31, 2003                               511,500,000
                    June 30, 2003 and
                     all fiscal quarters thereafter              513,000,000

     1.4  Paragraph  (ff) of  Exhibit  V to the RPTA is  hereby  amended  in its
entirety and the following shall be substituted therefor:

                         (ff)     The Consolidated Tangible Net Worth of NMHC
                                  and its Subsidiaries calculated at the end of
                                  any fiscal quarter of the Providers, is less
                                  than the amount indicated oppositive each such
                                  fiscal quarter ended as follows:

                Fiscal Quarter Ending Amount

                    June 30, 2002                               ($35,000,000)
                    September 30, 2002                          ($34,000,000)
                    December 31, 2002                           ($33,000,000)
                    March 31, 2003                              ($31,500,000)
                    June 30, 2003 and
                     all fiscal quarters thereafter             ($29,000,000)

SECTION 2.        CONSENT UNDER THE RPTA

     2.1 Effective as of June 30, 2002,  the Lender hereby  provides its Written
Consent,  as  required  under  paragraph  (gg) of Exhibit V to the RPTA,  to the
prepayment  by NMHC  in  full  of all  principal  and  accrued  interest  on the
Unsecured Notes.

     2.2 Except for the specific  consent set forth above,  nothing herein shall
be deemed to be a waiver  of, or a consent  with  respect  to, any  covenant  or
agreement  contained in the RPTA,  and the Primary  Servicer  and each  Provider
hereby agrees that all of the covenants and agreements contained in the RPTA are
hereby  ratified and confirmed in all respects and that the RPTA remains in full
force and effect in accordance with its terms.

SECTION 3.        MISCELLANEOUS

     3.1 Each of the Providers  represents  and warrants that no unwaived  event
has occurred and is continuing  which  constitutes  an Event of  Termination,  a
Group-Wide  Event  of  Termination  or a  Servicer  Termination  Event  or would
constitute  such an Event of  Termination,  Group-Wide  Event of  Termination or
Servicer Event of Termination  but for the  requirement  that notice be given or
time elapse or both.

     3.2 The terms "Agreement",  "hereof", "herein" and similar terms as used in
the RPTA  shall  mean and refer to,  from and  after the  effectiveness  of this
Amendment  No. 1, the RPTA as amended by this  Amendment No. 1, and as it may in
the future be amended,  restated,  modified or supplemented from time to time in
accordance  with its terms.  Except as specifically  agreed herein,  the RPTA is
hereby  ratified  and  confirmed  and shall  remain in full  force and effect in
accordance with its terms.

     3.3 THIS  AMENDMENT NO. 1 SHALL,  1N ACCORDANCE  WITH SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK,  WITHOUT  REGARD TO ANY CONFLICT OF LAWS  PRINCIPLES  THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

     3.4 This  Amendment  No. 1 may be executed in  counterparts,  each of which
when so executed  shall be deemed to be an original  and all of which when taken
together shall constitute one and the same agreement.

3.5 Delivery of an executed counterpart of a signature page by telecopier shall
be effective as delivery of a manually executed counterpart.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


45422410.1
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

PROVIDERS:                             NATIONAL MEDICAL HEALTH CARD
                                       SYSTEMS, INC., a corporation organized
                                       under the laws of the State of Delaware


                                        By: /s/David Gershen
                                           ------------------------------------
                                           Name: David Gershen
                                           Title:CFO


                                        PHARMACY ASSOCIATES, INC.


                                        By: /s/ David Gershen
                                           ------------------------------------
                                           Name: David Gershen
                                           Title:CFO


                                        INTERCHANGE PMP, INC.


                                        By: /s/David Gershen
                                           ------------------------------------
                                           Name: David Gershen
                                           Title:CFO


                                         SPECIALTY PHARMACY CARE, INC.


                                         By: /s/David Gershen
                                           ------------------------------------
                                           Name:David Gershen
                                           Title:CFO


<PAGE>


                                          CENTRUS CORPORATION f/k/a
                                           HSL ACQUISITION CORP.


                                           By: /s/ David Gershen
                                              ---------------------------------
                                              Name:David Gershen
                                              Title: CFO


                                          PSCNY IPA, INC.


                                          By: /s/ David Gershen
                                             ----------------------------------
                                              Name: David Gershen
                                              Title: CFO


                                          NMHCRX CONTRACTS, INC.


                                         By: /s/ David Gershen
                                            -----------------------------------
                                            Name: David Gershen
                                            Title:CFO


<PAGE>

PURCHASER:                                 NMHC FUNDING, LLC

                                           By:   National Medical Health Card
                                                 Systems, Inc., a corporation
                                                 organized under the laws of the
                                                 State of Delaware

                                           By: /s/ David Gershen
                                              ---------------------------------
                                               Name: David Gershen
                                               Title: CFO

PRIMARY SERVICER:                          NATIONAL MEDICAL HEALTH
                                            CARD SYSTEMS, INC.


                                           By: /s/ David Gershen
                                              ---------------------------------
                                              Name:David Gershen
                                              Title: CFO

CONSENTED TO:

HFG HEALTHCO-4 LLC

By:      HFG Healthco-4, Inc., a member


         By: /s/Orlando Figueroa
                Name:Orlando Figueroa
                Title: Vice President