EXHIBIT 10.92
                             NMHCRX MAIL ORDER, Inc.
                   Lease Expansion and Modification Agreement

     WHEREAS NMHCRX MAIL ORDER, Inc., a division of National Medical Health Card
Systems,  Inc., as "Lessee",  entered into a Lease  Agreement dated November 18,
2002 (the  "Lease")  to lease  certain  real  property  located at 9994  Premier
Parkway, Miramar, Florida (the "Premises") from Sunbeam Development Corporation,
as "Lessor"; and

     WHEREAS Lessor and Lessee now wish to expand the Premises  effective on the
execution  date of this  Agreement by adding  11,250  square feet of  contiguous
space located at 9984 Premier Parkway, Miramar, Florida, more fully described on
Exhibit "1" attached hereto (the "Expansion Space"); and

     WHEREAS Lessor and Lessee wish to modify the Rent schedule for the combined
spaces, and make various other modifications and adjustments to the Lease.

     NOW,  THEREFORE,  for and in  consideration of One Dollar ($1.00) and other
good and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged,  and of the promises and  undertakings  hereinafter set forth, the
parties agree to make the following Lease modifications:

     1.  Effective on the execution  date of this  Agreement,  in the Witnesseth
Paragraph on page 1 of the Lease,  increase the size of the Premises from 12,853
square feet to 24,103 square feet.  Adjust the rents due under the Lease per the
following  revised rent schedule.  Rents  scheduled in the Lease for months that
are not listed below shall remain unchanged.

      $6,640.72 per month plus State Sales Tax from August 1, 2003
          thru December 31, 2003;
      $6,906.35 per month plus State Sales Tax from January 1, 2004
          thru February 29, 2004;
      $11,828.22 per month plus State Sales Tax from March 1, 2004
          thru December 31, 2004;
      $12,301.35 per month plus State Sales Tax from January 1, 2005
          thru December 31, 2005;
      $12,793.40 per month plus State Sales Tax from January 1, 2006
          thru December 31, 2006;
      $13,305.14 per month plus State Sales Tax from January 1, 2007
          thru December 31, 2007.


     2. Effective March 1, 2004, increase Lessee's Proportionate Share (pursuant
to line 8 of Lease Paragraph 27) to "20.0381%"

     3. Effective March 1, 2004,  increase  Lessee's  estimated monthly payments
toward  Lessee's  Proportionate  Share of Expenses  (pursuant to line 1 of Lease
Paragraph 28) to "$4,017.17".

     4. Effective March 1, 2004,  replace  "twenty-four  (24) parking spaces" in
line 1 of Lease Paragraph 32 with "forty-five (45) parking spaces".

     5. Lessee  represents  and warrants  that it has not worked with any broker
with  regard to this Lease  Expansion  Agreement.  Lessor  and  Lessee  agree to
indemnify  and hold  each  other  harmless  from any and all  liability  for the
payment of any  commissions,  fees or other sums related to this Lease Expansion
Agreement.

     6.  Lessee  hereby  accepts  the  Expansion  Space  in  "as-is"  condition,
excepting that all items  currently  being stored there shall be removed by July
24, 2003. No provisions for hazardous materials are included.  Lessor represents
that the Expansion  Space is currently  served by a 250 amp,  480/277 volt panel
(fused to 200  amps).  There is an  additional  200 amps of  480/277  volt power
available in the meter room (presuming diversity) for Lessee's use. In the event
Lessee does not use this additional power by March 1, 2004, Lessee  acknowledges
that  another  lessee of the Building may use this power and it may no longer be
available for Lessee's use in the future. Lessee acknowledges that the Expansion
Space is not tenantable unless Lessee provides access to the bathrooms currently
in the Premises.  All costs  associated with providing such access shall be paid
for by Lessee.

     7. Replace Paragraph 36 with the following:


     " Lessee's  Improvements.  (a) Lessor and Lessee agrees to work together in
good faith to complete plans and specifications (the "Plans and Specifications")
at Lessee's sole cost and expense for the improvements Lessee shall be making to
the Expansion Space ( the "Expansion Space  Improvements").  The Expansion Space
Improvements shall include a minimum of 1,000 square feet of improved space with
bathroom(s) and the balance conditioned warehouse.  The Plans and Specifications
shall  include  but not be limited to fire  sprinkler  shop  drawings,  a finish
schedule,  a floor  plan,  air-conditioning  shop  drawings  including  roof-top
locations  and  equipment  heights  with  associated  structural  drawings,  and
electrical and plumbing layout.  Based on this information and other information
Lessor may  reasonably  request of Lessee,  Lessee  shall  develop  permit-ready
drawings with which Lessee shall be able to pull a building  permit (the fee for
such  permit  and  associated  water  and  sewer  impact  fees to be paid for by
Lessee).  The Plans and  Specifications  shall be mutually  agreed to in writing
prior to the  commencement of construction  and shall become Exhibit "2" to this
Lease.


     (b)  Lessor  agrees  to  pay  Lessee  $60,000.00   ("Lessee's   Improvement
Reimbursement") upon Lessee satisfying all of the following:

     i.  Lessee's  completion  of and  full  payment  for  the  Expansion  Space
Improvements  in substantial  compliance  with the mutually  agreed to Plans and
Specifications;  ii.  Lessor's  receipt  of final  releases-of-lien  from all of
Lessee's contractor's and subcontractors;  iii. Lessor's receipt of an affidavit
of payment  from the  general  contractor;  iv.  Issuance  of a  certificate  of
occupancy for the Expansion  Space from the City of Miramar.  (The fee for which
shall be paid for by Lessee). v. Lessor's receipt of a copy of one-year warranty
for all components of the Expansion  Space  Improvements  from Lessee's  general
contractor  and  all  associated  subcontractors  plus a  5-year  manufacturer's
warranty on any air conditioning  compressors installed as part of the Expansion
Space Improvements.

     (c) Lessee shall not be permitted to commence construction of the Expansion
Space  Improvements until the Plans and Specifications are mutually agreed to by
Lessee and Lessor in writing and Lessee has received a building  permit for such
work from the City of Miramar.

     8. No security deposit shall continue to be held under this Lease.

     All other terms and conditions of the Lease shall remain unchanged.


       IN WITNESS WHEREOF, said parties have hereunto set their hands and
seals, this 31st day of July, 2003.


                                    Lessor:  Sunbeam Development Corporation



                                    By:  ------------------------------------
                                          Andrew L. Ansin, Vice President
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Witness Sign Name
                                               7/31/2003
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--------------------------                Date
Witness Print Name


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Witness Sign Name


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Witness Print Name


                             Lessee: National Medical Health Card Systems, Inc.



---------------------           by:
 Witness Sign Name                -----------------------------------
                                   Print Name
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                                   Title

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Witness Sign Name                  Date


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Witness Print Name
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                                   Exhibit "1"

     Parcel Plan, Site Plan and Floor Plan of Expansion Space to be attached


<PAGE>


                                   Exhibit "2"

                     Plans and Specifications to be attached