FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AND TERY BASKIN

                                                                   Exhibit 10.65

                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                                       AND
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     This First  Amendment  ("Amendment")  dated as of the 6th day of  November,
2002 by and between  NATIONAL  MEDICAL  HEALTH CARD  SYSTEMS,  INC.,  a Delaware
corporation, having an office at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the  "Company")  and ▇▇▇▇  ▇▇▇▇▇▇  ("Employee"),  who resides at ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ .

                                   WITNESSETH:

     WHEREAS,  on June 4, 2001 the Company entered into an Employment  Agreement
with Employee (the "Agreement"); and

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

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

     1.  Section 3 shall be amended by adding  Section 3.6 which shall state the
following:

          In the event of a Change of  Control,  Executive  shall be entitled to
     receive a transaction bonus payable as follows:  (i) 50% of the Executive's
     current Base Salary payable on the closing of the transaction  constituting
     the Change of Control and (ii) 50% of the  Executive's  current base salary
     payable  the  earlier  of six month  from the  closing  of the  transaction
     constituting  the Change of Control or the effective date of termination of
     the  Executive  for a reason  other than  pursuant  to  Section  5.3 of the
     Agreement.  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. All other terms of the  Agreement  shall remain in full force and effect
as previously written.

     IN WITNESS  WHEREOF,  the Company and  Employee  have  executed  this First
Amendment the day and year first above written.

                                           NATIONAL MEDICAL HEALTH CARD
                                           SYSTEMS, INC.
                                           By:




                                           ▇▇▇▇▇ ▇▇▇▇, Chief Executive Officer




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