AMENDMENT

                                    AMENDMENT

     THIS  AMENDMENT  dated as of June 1,  1998 by and  between  Sandata,  Inc.,
having an office at 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx,  XX 00000 ("Sandata")
and National Medical Health Card Systems,  Inc. ("Health Card") having an office
at 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000.

                                   WITNESSETH:

     WHEREAS,  as of June 1,  1998  Sandata  and  Health  Card  entered  into an
Agreement  whereby  Health  Card  agreed to,  among  other  things,  take on all
maintenance and support services with respect to programs  previously  developed
and maintained by Sandata, and hire several full-time employees  (Programmers");
and

     WHEREAS,  Sandata  and Health  Card wish to amend  certain of the terms and
conditions of such Agreement as set forth below.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants set forth, the
parties agree as follows:

     1.  Paragraph  1 shall be amended by deleting  the  previous  language  and
replacing it with the following:

          "Concurrently  with the  execution  hereof,  Health  Card is paying to
          Sandata TWO HUNDRED EIGHT THOUSAND FOUR HUNDRED SEVENTY SIX AND 00/100
          ($208,476.00)  DOLLARS in  consideration  of Sandata (a)  assigning to
          Health  Card all of its  rights  to  enforce  the  Employee  Covenants
          against  the  Programmers  or to bring any claim  against  Health Card
          arising  out  of or  relating  to  Health  Card's  employment  of  the
          Programmers,  whether based in contract,  tort or  otherwise;  and (b)
          consenting  to the  employment  by  Health  Card  of the  Programmers,
          whether in connection with the development and maintenance of software
          previously developed and/or maintained by Sandata or otherwise."

     2.  Paragraph  4 shall be amended by deleting  the  previous  language  and
replacing it with the following:

          "Health Card acknowledges and agrees that (a) nothing contained herein
          shall impose on Sandata any obligation with respect to the Programmers
          for any period  after May 31,  1998;  and (b) as between  Sandata  and
          Health Card,  Health Card is solely  responsible for all claims of the
          Programmers for salaries, benefits, accrued vacations, consulting fees
          or otherwise as employees of or consultants (or in any other capacity)
          to Health Card for all periods after May 31, 1998."

     3. All other terms and provisions of the Agreement  remain the same and are
in full force and effect.







     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

                                   SANDATA, INC.
                                   By:


                                              XXXX XXXXXX
                                   -------------------------------------
                                   Xxxx Xxxxxx, Executive Vice President



                                   NATIONAL MEDICAL HEALTH CARD
                                     SYSTEMS, INC.
                                   By:

                                              XXXXX XXXXXXX
                                   -------------------------------------
                                   Xxxxx Xxxxxxx, President