Exhibit 10.56

           Amendment to Stock Option Agreement dated January 4, 2002.

     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
January 4, 2002 (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

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

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