Exhibit 10.43 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND JAMES BIGL This Third Amendment dated October 14, 2002 ("Effective Date") is by and among National Medical Health Card Systems, Inc.,...

                                                                   Exhibit 10.43


           THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN
          NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND XXXXX XXXX


     This Third  Amendment dated October 14, 2002  ("Effective  Date") is by and
among National Medical Health Card Systems, Inc., (the "Company") and Xxxxx Xxxx
("Employee").  All defined terms used, but not otherwise  defined herein,  shall
have their meanings set forth in the Employment Agreement,  as amended,  between
Company and Employee  dated May 3, 2000 and amended July 18, 2001 and as further
amended on April 15, 2002 (the "Amended Employment Agreement").

                                   WITNESSETH:

     WHEREAS,  the Company and Employee have entered into the Amended Employment
Agreement; and

     WHEREAS,  both the Company and the Employee  are desirous to amend  certain
provisions of the Amended Employment Agreement.

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


     1. Paragraph 4 shall be amended to add as a second paragraph the following:

               "The  Company  shall  hold  Employee  harmless  from  any  golden
          parachute tax imposed by any federal,  state or local taxing authority
          as a result of any of the payments  made  pursuant to this  Agreement,
          including  any Stock  Options  granted  to  Employee  by the  Company.
          Payment of such golden parachute tax plus any additional taxes imposed
          as a result of the  payment by the  Company of such  golden  parachute
          tax, shall be made at the time Employee is required to pay such golden
          parachute tax.  Employee agrees to cooperate fully with the Company in
          any protest or appeal by the Company in the event of the imposition of
          such golden parachute tax."

     2. Except as expressly  provided  herein,  all terms and  conditions of the
Amended 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  Amended   Agreement   contained  in  other  agreements  and
instruments  executed  and  delivered  pursuant  to or in  connection  with  the
Agreement shall  hereinafter  mean and refer to the Ameded  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 Company and Employee  have  executed  this Second
Amendment the day and year first above written.

                          NATIONAL MEDICAL HEALTH CARD
                          SYSTEMS, INC.
                          By:

                          ___________________________________
                          Xxxx X. Xxxxxxx, Chairman of the Board


                          ___________________________________
                          Xxxxx Xxxx