Exhibit 10.54

           Amendment to Stock Option Agreement dated August 10, 2001.

     This Amendment  dated  November 20, 2002 is by and among  National  Medical
Health Card Systems (the "Company") and Agnes Hall (the "Optionee"). All defined
terms used,  but not otherwise  defined  herein,  shall have their  meanings set
forth in the Stock  Option  Agreement  between the Company  and  Optionee  dated
August 10, 2001 (the "Option Agreement").

     WHEREAS, the Company executed the Option Agreement in favor of the Optionee
in connection  with granting the Optionee the right to purchase  common stock of
the Company; and

     WHEREAS,  the Company and the Optionee desire to amend the Option Agreement
pursuant to the terms of this amendment and to clarify  certain other matters as
hereinafter set forth.

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

     1. From and after the date  hereof,  the  parties  agree to add  Section 11
which shall state the following:

          Change of Control. In the event of a Change of Control (as hereinafter
     defined),  any Options  granted  hereunder  which have not vested as of the
     date of the Change of Control shall  automatically  vest on such date.  For
     the  purposes of this  Agreement  "Change of Control"  shall mean:  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
Option 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 Option Agreement contained in other agreements and instruments
executed and delivered  pursuant to or in connection  with the Option  Agreement
shall hereinafter mean and refer to the Option 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.


     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:
                                                     _________________________
                                                     James Bigl, CEO

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                                                     Signature of Optionee

                                                     --------------------------
                                                     Name of Optionee