EXHIBIT 10.23

                               AMENDMENT NO. 3 TO
                   RECEIVABLES PURCHASE AND TRANSFER AGREEMENT

     This AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AND TRANSFER AGREEMENT,  dated
as of October 30, 2003 (this  "Amendment"),  among National  Medical Health Card
Systems,  Inc., a Delaware  corporation  (together with its corporate successors
and assigns,  "NMHC"),  NMHC Funding,  LLC, a Delaware limited liability company
(together with its corporate successors and assigns, the "Purchaser"),  and each
of the other entities  identified in the signature  pages hereto  (collectively,
the "Providers"),  amends the Receivables Purchase and Transfer Agreement, dated
as of  January  29,  2002,  among  NMHC,  the  Purchaser  and the other  parties
identified therein (as amended from time to time, the "RPTA"). Capitalized terms
used and not otherwise  defined  herein shall have the meanings set forth in the
RPTA.

     WHEREAS,  the Purchaser and HFG  Healthco-4 LLC (the "Lender") have entered
into a Loan and  Security  Agreement,  dated as of January  29, 2002 (as amended
from time to time, the "Loan Agreement");

     WHEREAS,  NMHC intends to enter into a Preferred  Stock Purchase  Agreement
with New  Mountain  Partners,  L.P.  ("NMP"),  dated as of the date  hereof (the
"Purchase  Agreement"),  pursuant to which NMHC intends to issue and sell to NMP
an aggregate of 6,956,522  shares of NMHC's  series A 7%  convertible  preferred
stock, par value $0.10 per share (the "Preferred  Stock") (subject to adjustment
as set forth in the  Purchase  Agreement),  for an aggregate  purchase  price of
$80,000,003  (subject to adjustment as set forth in the Purchase Agreement,  but
not to exceed $83,000,000);

     WHEREAS,  the Preferred  Stock will be issued pursuant to and in accordance
with a Certificate of Designations  setting forth the  designations,  powers and
preferences of the Preferred Stock (the "Certificate of Designations");

     WHEREAS,  certain  terms of the RPTA  restrict or  prohibit  certain of the
transactions  contemplated  by the Purchase  Agreement  and the  Certificate  of
Designations;

     WHEREAS, the Purchaser has collaterally assigned the RPTA to the Lender;

     WHEREAS,  pursuant to a Consent, dated as of the date hereof, the Lender is
consenting to the consummation of the transactions  contemplated by the Purchase
Agreement and the Certificate of Designations;

     WHEREAS, the parties hereto desire to amend the RPTA as set forth herein in
order  to  permit  the  consummation  of the  transactions  contemplated  by the
Purchase Agreement and the Certificate of Designations.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Amendments.  Subject to the  conditions  set forth herein,  the parties
hereto hereby agree that the RPTA is hereby amended as follows:

(a) Exhibit I of the RPTA is hereby amended as follows:

     (i) The  definition of  "Consolidated  Interest  Coverage  Ratio" is hereby
amended and restated to read in its entirety as follows:

                            "`Consolidated Interest Coverage Ratio' means, for
                           any period, the quotient obtained by dividing (x)
                           Consolidated EBITDA minus Consolidated Capital
                           Expenditures by (y) Consolidated Interest Expense
                           plus the amount of any permitted dividend to be paid
                           to holders of the Preferred Stock in accordance with
                           GAAP. For the purposes of this calculation, any
                           accretion related to the initial beneficial
                           conversion feature of the Preferred Stock and any
                           accretion related to the Preferred Stock issuance
                           costs shall not be considered a dividend."

     (ii) The definition of "Debt Service  Coverage Ratio" is hereby amended and
restated to read in its entirety as follows:

                            "`Debt Service Coverage Ratio' means, for any
                           period, the quotient obtained by dividing (x)
                           Consolidated EBITDA for the twelve most recently
                           ended Months by (y) Consolidated Capital Expenditures
                           plus contingent payments required in connection with
                           the Centrus Acquisition, the acquisitions of Portland
                           Professional Pharmacy and Portland Professional
                           Pharmacy Associates or any other acquisition made or
                           to be made, at the time payable plus Consolidated
                           Interest Expense for the twelve most recently ended
                           Months plus the current portion of long term debt as
                           of the date of determination (provided however that
                           for purposes of calculating the current portion of
                           long term debt, the current portion of Revolving
                           Loans under the Loan Agreement shall not be included)
                           plus the amount of any permitted dividend to be paid
                           to holders of the Preferred Stock in accordance with
                           GAAP. For the purposes of this calculation, any
                           accretion related to the initial beneficial
                           conversion feature of the Preferred Stock and any
                           accretion related to the Preferred Stock issuance
                           costs shall not be considered a dividend."

     (iii) The  definition of "EBITDA" is hereby amended and restated to read in
its entirety as follows:

                            "`EBITDA' means, with respect to any Person for any
                           period, the sum (determined without duplication on a
                           consolidated basis) for such Person of (a) net income
                           (or net loss) of such Person (calculated before
                           non-recurring items) plus (b) Interest Expense of
                           such Person for such period deducted in the
                           determination of such net income (or net loss) plus
                           (c) depreciation, amortization and other non-cash
                           items for such period to the extent included in the
                           determination of net income (or net loss) plus or
                           minus (d) all taxes accrued for such period on or
                           measured by income to the extent deducted or credited
                           in determining such net income (or net loss) minus or
                           plus (e) gains (or losses) from asset dispositions
                           outside of the normal course of business to the
                           extent included in determining such net income (or
                           net loss) plus (f) losses due to asset impairment;
                           provided, however, that the severance payments or
                           bonuses payable to management in connection with the
                           transactions contemplated by the Purchase Agreement
                           shall not be considered non-recurring items for
                           purposes of this definition, but shall only be
                           charged against EBITDA when paid (and not when
                           accrued or expensed).

     (iv) The following definitions are added in appropriate alphabetical order:

                           "`Certificate of Designations' means the Certificate
                           of Designations setting forth the designations,
                           powers and preferences of the Preferred Stock."

                           "`Preferred Stock' means the series A convertible
                           preferred stock, par value $0.10 per share, of NMHC.
                           Notwithstanding NMHC's GAAP balance sheet
                           classification, for purposes hereof, the Preferred
                           Stock shall be considered Equity."

                           "`Purchase Agreement' means the Preferred Stock
                           Purchase Agreement, dated as of October __, 2003, by
                           and between NMHC and New Mountain Partners, L.P."

(b) Exhibit IV,  Section (r) of the RPTA is hereby  amended and restated to
read in its entirety as follows:

                  "(r) Limitations on Dividends and Distributions. NMHC shall
                  not make any distributions or pay any dividends to its
                  shareholders; provided, however, that subject to the proviso
                  below, NMHC shall be permitted to pay dividends to holders of
                  its Preferred Stock in accordance with the terms of (a) the
                  Purchase Agreement and (b) the Certificate of Designations;
                  provided, further, that NMHC shall not be permitted to pay any
                  dividends on the Preferred Stock (i) during the period that a
                  Default or Event of Default (as defined under the Loan
                  Agreement) shall have occurred and be continuing under the
                  Loan Agreement, (ii) if the payment of any such dividend would
                  result in an Event of Termination, (iii) if the payment of any
                  such dividend would result in a Group-Wide Event of
                  Termination or (iv) if the payment of any such dividend would
                  result in a Servicer Termination Event."

(c) Exhibit V, Section (x) of the RPTA is hereby amended and restated to read in
its entirety as follows:

                  "(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
                          ---------------------             ------
                          September 30, 2003                $20,000,000
                          December 31, 2003                 $20,000,000
                          March 31, 2004 and all Fiscal     $20,000,000
                          Quarters thereafter

                  provided, however, that if the transactions contemplated by
                  the Purchase Agreement are consummated by March 31, 2004, the
                  amount for the Fiscal Quarter ended March 31, 2004 and all
                  Fiscal Quarters thereafter shall be $45,000,000."

(d) Exhibit V, Section (y) of the RPTA is hereby amended and restated to read in
its entirety as follows:

                  "(y) Consolidated EBITDA, calculated as of the end of each
                  fiscal quarter of the Providers (a) for the fiscal quarter of
                  the Providers ended September 30, 2003, is less than
                  $3,000,000; (b) for the fiscal quarter of the Providers ended
                  December 31, 2003, is less than $4,000,000; (c) for the fiscal
                  quarter of the Providers ended March 31, 2004, is less than
                  $4,000,000; and (d) for any fiscal quarter thereafter, is less
                  than $5,000,000."

(e) Exhibit V, Section (dd) of the RPTA is hereby amended and restated to read
in its entirety as follows:

                  "(dd) Consolidated Capital Expenditures, exclusive of any sale
                  and leaseback transactions, calculated as of the end of each
                  four fiscal quarter period of the Providers, (a) for the four
                  fiscal quarters of the Providers ended December 31, 2003, is
                  more than $8,000,000; (b) for the four fiscal quarters of the
                  Providers ended March 31, 2004, is more than $10,000,000; (c)
                  for the four fiscal quarters of the Providers ended June 30,
                  2004, is more than $10,000,000; (d) for the four fiscal
                  quarters of the Providers ended September 30, 2004, is more
                  than $10,000,000; and (e) for the four fiscal quarters of the
                  Providers ended December 31, 2004, is more than $10,000,000."

(f) Exhibit V, Section (ff) of the RPTA is hereby amended and restated to read
in its entirety as follows:

                  "(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 opposite each
                  such fiscal quarter ended as follows:

           Fiscal Quarter Ending                                Amount
           ---------------------                                ------
           September 30, 2003                                     -$31,000,000
           December 31, 2003                                      -$29,500,000
           March 31, 2004                                          -$7,500,000
           June 30, 2004                                           -$6,500,000
           September 30, 2004                                      -$5,500,000
           December  31,  2004 and all  Fiscal                     $-4,000,000
            Quarters thereafter

                  provided, however, that if the transactions contemplated by
                  the Purchase Agreement are not consummated by March 31, 2004,
                  the amount for the Fiscal Quarter ended March 31, 2004 shall
                  be ($28,000,000), the amount for the Fiscal Quarter ended June
                  30, 2004 shall be ($28,500,000), the amount for the Fiscal
                  Quarter ended September 30, 2004 shall be ($27,500,000) and
                  the amount for the Fiscal Quarter ended December 31, 2004 and
                  all Fiscal Quarters thereafter shall be ($26,000,000)."

(g) Exhibit IV of the RPTA is hereby amended by adding a new Section (x), which
shall read in its entirety as follows:

                  "(x) The amount of gross proceeds received by NMHC pursuant to
                  the Purchase Agreement shall not exceed, in the aggregate,
                  $83,000,000."

     2.  Purchase  Agreement.  Attached  hereto  as  Exhibit  A is a copy of the
Purchase  Agreement,  together  with  the  Exhibits  thereto,  and a copy of the
Support  Agreement (as defined in the Purchase  Agreement),  each of which is in
final form and is in the form in which each such  document  will be  executed by
the parties thereto, if necessary.

     3.  Representations and Warranties.  Each Provider and the Primary Servicer
represents and warrants as follows:

     (a) Each of the  representations and warranties set forth in Exhibit III of
the RPTA is true and  correct on and as of the date  hereof as if made on and as
of the date  hereof,  except  any  representation  or  warranty  that  expressly
indicates  that it is being  made as of a  specific  date,  in which  case  such
representation or warranty was true and correct on and as of such date.

     (b) After giving effect to this Amendment and the Consent,  dated as of the
date hereof,  among NMHC,  the Purchaser and the Lender,  no Default or Event of
Default  (as  defined  under  the Loan  Agreement)  will  have  occurred  and be
continuing  under the Loan Agreement  immediately  following the consummation of
the transactions  contemplated by the Purchase  Agreement and the Certificate of
Designations,  and no Event of  Termination  or Group-Wide  Event of Termination
will have occurred and be continuing  under the RPTA  immediately  following the
consummation of the transactions  contemplated by the Purchase Agreement and the
Certificate of Designations.

     4. Fee. An amendment  fee of $50,000 shall be payable by NMHC to the Lender
in connection  with this  Amendment.  The Lender shall charge such amount to the
loan balance under the Loan Agreement.

5. Miscellaneous.

     (a) The RPTA is ratified and  confirmed in all respects and shall remain in
full force and effect in accordance with its terms.

     (b)  Except  for the  specific  amendments  set  forth in  Section 1 above,
nothing  herein  shall be deemed to be an amendment or waiver of any covenant or
agreement contained in the RPTA, and the parties hereto hereby agree that all of
the  covenants  and  agreements  contained  in the RPTA are hereby  ratified and
confirmed in all respects.

     (c) This Amendment may be executed by the parties hereto individually or in
combination, in two or more counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement.

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

     (e) THIS AMENDMENT  SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY CONFLICTS OF LAWS  PRINCIPLES  THEREOF THAT WOULD CALL FOR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

                                    * * * * *



<PAGE>


     IN WITNESS  WHEREOF,  the parties have caused this Amendment 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
                                   Delaware corporation



                                  By: /s/James J. Bigl
                                     -------------------------------------------
                                      Name: James J. Bigl
                                      Title: President and CEO
                                      Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987


                                     PHARMACY ASSOCIATES, INC.


                                     By:/s/ James J. Bigl
                                        ---------------------------------------
                                      Name:  James J. Bigl
                                      Title: President
                                      Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987


                                      INTERCHANGE PMP, INC.



                                      By: /s/James J. Bigl
                                         ---------------------------------------
                                        Name: James J. Bigl
                                       Title: President
                                     Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987

                                      SPECIALTY PHARMACY CARE, INC.


                                      By: /s/ James J. Bigl
                                         ---------------------------------------
                                         Name:James J. Bigl
                                      Title:  President
                                      Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987


                                      CENTRUS CORPORATION
                                        (f/k/a HSL ACQUISITION CORP.)



                                       By: /s/ James J. Bigl
                                          -------------------------------------
                                          Name:James J. Bigl
                                      Title:   President
                                      Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987

                                     NATIONAL MEDICAL HEALTH CARD IPA, INC.
                                        (f/k/a PSCNY IPA, INC.)


                                     By:  /s/ James J. Bigl
                                        ---------------------------------------
                                       Name: James J. Bigl
                                      Title: President
                                      Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987

                                       NMHC RX CONTRACTS, INC.


                                         By: /s/James J. Bigl
                                          --------------------------------------
                                           Name:James J. Bigl
                                           Title: President
                                           Address:
                                              26 Harbor Park Drive
                                              Port Washington, NY 11050
                                              Facsimile Number: 516 605-6987



PURCHASER:                                  NMHC FUNDING, LLC


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


                                                 By: /s/ James J. Bigl
                                                    ----------------------------
                                                   Name: James J. Bigl
                                                   Title: President and CEO
                                                   Address:
                                                  26 Harbor Park Drive
                                                  Port Washington, NY 11050
                                                  Facsimile Number: 516 605-6987

PRIMARY SERVICER:                   NATIONAL MEDICAL HEALTH CARD
                                       SYSTEMS, INC.

                                        By:  /s/ James J. Bigl
                                          -----------------------------------
                                            Name: James J. Bigl
                                            Title: President and CEO
                                            Address:
                                            26 Harbor Park Drive
                                            Port Washington, NY 11050
                                            Facsimile Number: 516 605-6987

CONSENTED TO:
                                              HFG HEALTHCO-4 LLC

                                              By:  HFG HEALTHCO-4, INC.



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