Exhibit 10.64

     STOCK OPTION  AGREEMENT made as of August 1, 2003 between  NATIONAL MEDICAL
HEALTH CARD SYSTEMS,  INC., a Delaware  corporation (the  "Company"),  and David
Gershen (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 Ten Thousand  (10,000)  Common  Shares of the
Company (the "Option Shares") during the following periods:

     (a) All or any part of Three  Thousand  Three  Hundred  Thirty Four (3,334)
Common Shares may be purchased  during the period  commencing  one year from the
date  hereof and  terminating  at 5:00 P.M.  on August 1, 2008 (the  "Expiration
Date").

     (b) All or any part of Three  Thousand  Three Hundred  Thirty Three (3,333)
Common Shares may be purchased  during the period  commencing two years from the
date hereof and terminating at 5:00 P.M. on the Expiration Date.

     (c) All or any part of Three  Thousand  Three Hundred  Thirty Three (3,333)
Common Shares may be purchased during the period commencing three years from the
date hereof 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
Eleven and 50/100 ($11.50) dollars (the "Option  Price").  The Company shall pay
all original issue or transfer taxes on the exercise of the Option.

     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.
<PAGE>

     6. CHANGE IN CONTROL.  In the event of a Change in Control (as  hereinafter
defined),  any Options granted hereunder which have not vested as of the date of
the Change in Control  shall  automatically  vest on such date.  For purposes of
this Agreement, the term "Change in Control" shall mean:

     (a)  the  transfer,   through  one  transaction  or  a  series  of  related
transactions,   either   directly  or   indirectly,   or  through  one  or  more
intermediaries,  of  beneficial  ownership  (within  the  meaning  of Rule 13d-3
promulgated under the Securities  Exchange Act of 1934) of 50% or more of either
the then outstanding Common Shares or the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in the election of
directors,  or the last of any series of transfers  that results in the transfer
of beneficial  ownership (within the meaning of Rule 13d-3 promulgated under the
Securities  Exchange Act of 1934) of 50% or more of either the then  outstanding
Common  Shares or the combined  voting power of the Company's  then  outstanding
voting securities entitled to vote generally in the election of directors;

     (b)  approval  by  the   stockholders   of  the  Company  of  a  merger  or
consolidation,  with respect to which persons who were the  stockholders  of the
Company  immediately  prior to such merger or consolidation do not,  immediately
thereafter,  own more than 50% of the  combined  voting  power of the  merged or
consolidated  company's then  outstanding  voting  securities,  entitled to vote
generally,  in the election of directors  or with  respect to a  liquidation  or
dissolution of the Company or the sale of all or substantially all of the assets
of the Company;

     (c)  the  transfer,   through  one  transaction  or  a  series  of  related
transactions,  of more than 50% of the assets of the Company, or the last of any
series of transfers  that results in the transfer of more than 50% of the assets
of the  Company.  For  purposes of this  paragraph,  the  determination  of what
constitutes more than 50% of the assets of the Company shall be determined based
on the most recent financial  statements  prepared by the Company's  independent
accountants; or

     (d) during any fiscal year,  individuals  who at the beginning of such year
constituted  the board of  directors  of the Company  (the  "Board") and any new
director or  directors  whose  election by the Board was approved by a vote of a
majority of the directors  then still in office who either were directors at the
beginning  of the  year  or  whose  election  or  nomination  for  election  was
previously so approved, cease for any reason to constitute a majority thereof.

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

     8. 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
<PAGE>

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.

     9. 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.

     10. 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:

                                                     --------------------------
                                                     Bert E. Brodsky, Chairman



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


                                                     --------------------------
                                                     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.


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


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


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


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