THIS LEASE made the 1st day of January 1996, between SANDATA, INC. a Delaware Corporat with an office at 26 Harbor Park Drive, Port Washington NY 11050 hereinafter referred to as LANDLORD, and NATIONAL MEDICAL CARD SYSTEMS, INC., a New York...

      THIS LEASE  made the 1st day of January  1996,  between  SANDATA,  INC. a
Delaware  Corporat  with an office at 00 Xxxxxx Xxxx Xxxxx,  Xxxx  Xxxxxxxxxx XX
00000  hereinafter  referred to as LANDLORD,  and NATIONAL MEDICAL CARD SYSTEMS,
INC.,  a New York  Corporation  with an  office at 00 Xxxxxx  Xxxx  Xxxxx,  Xxxx
Xxxxxxxxxx XX 00000 hereinafter jointly,  severally and collectively referred to
as TENANT.

      WITNESSETH,  that the Landlord hereby leases to the Tenant, and the Tenant
hereby hires and takes from the Landlord  approximately 5,725 square feet in the
building known as 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000 to be used and
occupied by the Tenant as office space.

and for no other  purpose,  for a term to commence on January 1 1996, and to end
on December 31, 2000, unless sooner terminated as hereinafter  provided,  at the
ANNUAL RENT of One Hundred  Forty--Five  Thousand  Eight  Hundred  Sixty Dollars
($145,860)  for the period from January 1, 1996 through  December 31, 1996;  One
Hundred  Sixty--Seven  Thousand Four Hundred Sixty  Dollars  ($167,460)  for the
period from January 1, 1997 through December 31, 1997; and thereafter  increased
by an amount  equal to five  percent (5%) per annum as reflected on the attached
schedule and made part of this lease,  all payable in equal monthly  instalments
in advance on the first day of each and every  calendar  month during said term,
except the first instalment, which shall be paid upon the execution hereof.

      THE TENANT JOINTLY AND SEVERALLY COVENANTS:

      FIRST.--That the Tenant will pay the rent as above provided.

      REPAIRS

   ORDINANCES
          AND
   VIOLATIONS

        ENTRY

    INDEMNIFY
     LANDLORD

      SECOND.--That,  throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements  to either;  make all  repairs in and about the same  necessary  to
preserve  them in good order and  condition,  which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury;  give prompt  notice to the Landlord of any fire that
may occur;  execute  and comply with all laws,  rules,  orders,  ordinances  and
regulations  at any time issued or in force (except those  requiring  structural
alterations),  applicable to the demised premises or to the Tenant's  occupation
thereof,  of the  Federal,  State and Local  Governments,  and of each and every
department,  bureau  and  official  thereof,  and of the New York  Board of Fire
Underwriters;  permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection,  and to exhibit  them for  purposes  of sale or  rental;  suffer the
Landlord to make repairs and  improvements to all parts of the building,  and to
comply with all orders and requirements of governmental  authority applicable to
said building or to any occupation  thereof;  suffer the Landlord to erect, use,
maintain,  repair and replace pipes and conduits in the demised  premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability,  penalties,  damages,  expenses and judgments
arising  from  injury  during  said term to person or  property  of any  nature,
occasioned  wholly or in part by any act or acts,  omission or  omissions of the
Tenant,  or of the employees,  guests,  agents,  assigns or  undertenants of the
Tenant and also for any matter or thing  growing  out of the  occupation  of the
demised  premises  or of the  streets,  sidewalks  or vaults  adjacent  thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain  unmolested  in a  conspicuous  place
upon the exterior of the demised  premises;  repair, at or before the end of the
term, all injury done by the  installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised  premises with all
alterations, additions and improvements in good order and condition.







       MOVING
       INJURY
    SURRENDER

     NEGATIVE
    COVENANTS

  OBSTRUCTION
        SIGNS

          AIR
 CONDITIONING

      THIRD.--That  the  Tenant  will not  disfigure  or deface  any part of the
building,  or suffer the same to be done,  except so far as may be  necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not  obstruct,  or permit the  obstruction  of the  street or the  sidewalk
adjacent thereto;  will not do anything,  or suffer anything to be done upon the
demised  premises  which  will  increase  the  rate of fire  insurance  upon the
building or any of its contents, or be liable to cause structural injury to said
building;  will not permit the accumulation of waste or refuse matter,  and will
not,  without the written  consent of the Landlord  first obtained in each case,
either  sell,  assign,  mortgage or transfer  this lease,  underlet  the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by  anybody  other  than  the  Tenant  and  the  Tenant's  employees,  make  any
alterations  in the  demised  premises,  use the  demised  premises  or any part
thereof for any purpose  other than the one first above  stipulated,  or for any
purpose deemed extra  hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls,  stairway or entrances to the building,  and will not erect or
inscribe  any sign,  signals  or  advertisements  unless and until the style and
location  thereof have been approved by the  Landlord;  and if any be erected or
inscribed  without such  approval,  the  Landlord may remove the same.  No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.

      IT IS MUTUALLY COVENANTED AND AGREED, THAT

  FIRE CLAUSE

      FOURTH.--If  the demised  premises  shall be partially  damaged by fire or
other  cause  without  the  fault  or  neglect  of  Tenant,  Tenant's  servants,
employees,  agents, visitors or licensees,  the damages shall be repaired by and
at the expense of Landlord and the rent until such  repairs  shall be made shall
be apportioned according to the part of time demised premises which is usable by
Tenant  But if such  partial  damage is due to the fault or  neglect  of Tenant.
Tenant's servants,  employees,  agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer,  the damages shall be repaired by Landlord
but there shall be no  apportionment  or  abatement  of rent.  No penalty  shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord  and/or Tenant,  and for reasonable  delay on account of
"labor troubles" or any other cause beyond  Landlord's  control.  If the demised
premises are totally  damaged or are  rendered  wholly  untenantable  by fire or
other cause,  and if Landlord  shall decide not to restore or not to rebuild the
same,  or if the  building  shall be so damaged  that  Landlord  shall decide to
demolish it or to rebuild it then or in any of much events  Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such  decision,  which notice shall be given as in  Paragraph  Twelve  hereof
provided,  and  thereupon  the term of this lease shall expire by lapse of time,
upon the third day after  such  notice is given,  and  Tenant  shall  vacate the
demised  premises and surrender the same to Landlord.  If Tenant shall not be in
default  under this lease  then,  upon the  termination  of this lease under the
conditions  provided  for  in  the  sentence  immediately  preceding,   Tenant's
liability  for rent shall cease as of the day  following  the  casualty.  Tenant
hereby  expressly  waives the provisions of Section 227 of the Real Property Law
and agrees  that the  foregoing  provisions  of this  Article  shall  govern and
control in lieu  thereof.  If the damage or  destruction  be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

      EMINENT
       DOMAIN

      FIFTH.--If  the whole or any part of the premises  hereby demised shall be
taken or condemned by any competent  authority or any public use or purpose then
the term hereby granted shall cease from the time when  possession of the art so
taken shall be required  for such public  purpose and without  apportionment  of
award,  the Tenant  hereby  assigning to the Landlord all right and claim to any
such award, the current rent, however, In such case to be apportioned.

    LEASE NOT
    IN EFFECT

     DEFAULTS

      TEN DAY
       NOTICE

      SIXTH.--If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's  property,  or if
this lease or the estate of the Tenant  hereunder be  transferred  or pass to or
devolve upon any other person or  corporation  or if the Tenant shall default in
the  performance of any agreement by the Tenant  contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of Landlord
is a  Director,  this lease shall  thereby,  at the option of the  Landlord,  be
terminated and in that case,  neither the Tenant nor anybody  claiming under the
Tenant shall be entitled to go into possession of the demised premises. If after
the  commencement  of the  term,  any of the  events  mentioned  above  in  this
subdivision  shall occur,  or if Tenant shall make default in fulfilling  any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional  rent" or if the demised  premises  become  vacant or deserted,  the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall  continue to exist) the term under this
lease shall expire as fully and  completely  as if that day were the date herein
definitely  fixed for the  expiration  of the term and the Tenant will then quit
and surrender the demised premises to the Landlord,  but the Tenant shall remain
liable as hereinafter provided.








RE-POSSESSION
  BY LANDLORD

   RE-LETTING

       WAIVER
    BY TENANT

      If the Tenant  shall  make  default  in the  payment of the rent  reserved
hereunder,  or any item of "additional  rent" herein  mentioned,  or any part of
either or in making any other payment herein provided for, or if the notice last
above  provided  for shall  have been given and If the  condition  which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord  may  immediately,  or at any time  thereafter,  re-enter  the  demised
premises  and remove all persons and all or any  property  therefrom,  either by
summary dispossess proceedings,  or by any suitable action or proceeding at law,
or by force or otherwise,  without being liable to  indictment,  prosecution  or
damages  therefor,  and  re-possess  and enjoy said  premises  together with all
additions,  alterations amid improvements. In any such case or in the event that
this  lease be  "terminated"  before  the  commencement  of the  term,  as above
provided,  the  Landlord may either  re-let the demised  premises or any part or
parts thereof for the Landlord's own account,  or may, at the Landlord's option,
re-let the  demised  premises  or any part or parts  thereof as the agent of the
Tenant and receive the rents therefor, applying the same first to the payment of
such expenses as the landlord may have incurred,  and then to the fulfillment of
the covenants of the Tenant herein,  and the balance,  if any, at the expiration
of the term first above provided for, shall be paid to the Tenant.  Landlord may
rent the premises for a term extending  beyond the term hereby  granted  without
releasing  Tenant from any  liability.  In the event that the term of this lease
shall  expire as above in this  subdivision  "Sixth"  provided,  or terminate by
summary  proceedings  or  otherwise,  and if the  Landlord  shall not re-let the
demised  premises  for the  Landlord's  own  account,  then,  whether or not the
premises be re-let,  the Tenant shall remain  liable for, and the Tenant  hereby
agrees to pay to the Landlord, until the time when this lease would have expired
but for such  termination or expiration,  the equivalent of the amount of all of
the rent and "additional rent" reserved herein, less the avails of reletting, if
any,  and the same shall be due and payable by the Tenant to the Landlord on the
several  rent days  above  specified,  that is.  upon each of such rent days the
Tenant shall pay to the Landlord the amount of  deficiency  then  existing.  The
Tenant  hereby  expressly  waives  any and all right of  redemption  in case the
Tenant shall be dispossessed  by judgment or warrant of any court or judge,  and
the  Tenant  waives  and will  waive all  right to trial by jury in any  summary
proceedings  hereafter  instituted by the Landlord against the Tenant in respect
to the demised  premises.  The words  "re-enter"  and "re-entry" as used in this
lease are not restricted to their technical legal meaning.

 REMEDIES ARE
   CUMULATIVE

      In the event of a breach or threatened  breach by the Tenant of any of the
covenants or provisions  hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity,  as if re-entry,
summary proceedings and other remedies were not herein provided for.

     LANDLORD
          MAY
      PERFORM

   ADDITIONAL
         RENT

      SEVENTH.--If  the Tenant  shall make  default  in the  performance  of any
covenant  herein  contained,  the  Landlord  may  immediately,  or at  any  time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of  mechanic's  lien be filed  against  the  demised  premises or against
premises of which the demised  premises are part,  for, or purporting to be for,
labor or material  alleged to have been furnished,  or to be furnished to or for
the Tenant at the demised  premises,  and if the Tenant  shall fail to take such
action as shall cause such lien to be discharged  within  fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings,  and in the event of such deposit
or bonding  proceedings,  the  Landlord may require the lienor's to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water,  electric  current or  sprinkler  supervisory  service,  and any  expense
incurred  or sum of money paid by the  Landlord  by reason of the failure of the
Tenant to comply with any  provision  hereof,  or in defending  any such action,
shall be deemed to be "additional rent" for the demised  premises,  and shall be
due and  payable  by the  Tenant  to the  Landlord  on the first day of the next
following  month,  or, at the  option of the  Landlord,  on the first day of any
succeeding  month. The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" then due.







        AS TO
      WAIVERS

      EIGHTH.--The  failure  of the  Landlord  to  insist,  in any  one or  more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option  herein  contained,  shall not be construed as a waiver or a
relinquishment  for the future of such  covenant  or option,  but the same shall
continue  and remain in full force and effect.  The  receipt by the  Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such  breach and no waiver by the  Landlord  of any  provision  hereof
shall be deemed to have been made unless  expressed in writing and signed by the
Landlord.  Even though the Landlord  shall  consent to an  assignment  hereof no
further  assignment  shall be made  without  express  consent in writing by time
Landlord.

   COLLECTION
      OF RENT
  FROM OTHERS

      NINTH.--If this lease be assigned with the permission of the landlord,  or
if the demised  premises or any part  thereof be underlet or occupied by anybody
other than the Tenant the Landlord may collect  rent from the  assignee,  under-
tenant or  occupant,  and  apply the net  amount  collected  to the rent  herein
reserved, and no such collection shall be deemed a waiver of the covenant herein
against  assignment  and  under-letting,  or time  acceptance  of the  assignee,
under-tenant or occupant as tenant,  or a release of the Tenant from the further
performance  by the  Tenant of the  covenants  herein  contained  on the part of
Tenant.

    MORTGAGES

      TENTH.--This  lease shall be subject and  subordinate at all times, to the
lien of the mortgages now on the demised  premises,  and to all advances made or
hereafter to be made upon the security  thereof,  and subject and subordinate to
the lien of any mortgage or mortgages  which at any time may be made a lien upon
the  premises.  The Tenant will execute and deliver such further  instrument  or
instruments  subordinating  this  lease  to the  lien of any  such  mortgage  or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.

 IMPROVEMENTS

      ELEVENTH.--All  improvements  made by the  Tenant  to or upon the  demised
premises,  except said trade fixtures,  shall when made, at once be deemed to be
attached to the freehold,  and become the property of the  Landlord,  and at the
end or other  expiration of the term, shall be surrendered to the Landlord in as
good  order  and  condition  as they were when  installed,  reasonable  wear and
damages by the elements excepted.

      NOTICES

      TWELFTH.--Any  notice or  demand  which  under the terms of this  lease or
under any statute must or may be given or made by the parties hereto shall be in
writing  and  shall  be  given  or made by  mailing  the  same by  certified  or
registered  mail addressed to the respective  parties at the addresses set forth
in this lease.

 NO LIABILITY

      THIRTEENTH.--The  Landlord  shall not be liable  for any  failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for  injury or damage to person or  property  caused by the  elements  or by
other  tenants  or persons in said  building,  or  resulting  from  steam,  gas,
electricity,  water,  rain or snow, which may leak or flow from any part of said
buildings,  or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface,  or from any other place, nor for  interference  with
light or other incorporeal  hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental  authority in  construction of any
public or quasi-public work, neither shall the landlord be liable for any latent
defect in the building.

           NO
    ABATEMENT

      FOURTEENTH.--No  diminution  or abatement of rent,  or other  compensation
shall be claimed or allowed for  inconvenience  or  discomfort  arising from the
making of repairs or improvements to the building or to its appliances,  nor for
any space taken to comply  with any law,  ordinance  or order of a  governmental
authority.  In respect to the various  "services," if any,  herein  expressly or
impliedly  agreed to be furnished  by the  Landlord to the Tenant,  it is agreed
that  there  shall be no  diminution  or  abatement  of the  rent,  or any other
compensation,  for  interruption  or  curtailment  of such  "service"  when such
interruption  or  curtailment  shall be due to accident,  alterations or repairs
desirable or necessary  to be made or to  inability  or  difficulty  in securing
supplies or labor for the  maintenance of such "service" or to some other cause,
not  gross  negligence  on the part of the  Landlord.  No such  interruption  or
curtailment of any such "service" shall be deemed a constructive  eviction.  The
Landlord shall not be required to furnish,  and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in  default  in  respect to the  payment  of rent.  Neither  shall  there be any
abatement or  diminution of rent because of making of repairs,  improvements  or
decorations  to the  demised  premises  after  the  date  above  fixed  for  the
commencement of the term, it being understood that rent shall, in any event.
commencement to run at such date so above fixed.

  RULES, ETC.

      FIFTEENTH.--The  Landlord may prescribe and regulate the placing of safes,
machinery,  quantities of  merchandise  and other things.  The Landlord may also
prescribe  and  regulate  which  elevator  and  entrances  shall  be used by the
Tenant's  employees,  and for the Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the Landlords judgment,  may from
time to time be needful for the safety, care or cleanliness of the building, and
for the  preservation  of good order  therein.  The Tenant and the employees and
agents,  of  the  Tenant  will  observe  and  conform  to  all  such  rules  and
regulations.








   SHORING OF
        WALLS

  VAULT SPACE

        ENTRY

      EIGHTEENTH.--That  during seven months prior to the expiration of the term
hereby granted,  applicants shall be admitted at all reasonable hours of the day
to view the premises until rented;  and the Landlord and the  Landlord's  agents
shall be  permitted at any time during the term to visit and examine them at any
reasonable  hour of the day, and workmen may enter at any time,  when authorized
by the Landlord or the Landlord's  agents, to make or facilitate  repairs in any
part of the building;  and if the said Tenant shall not be personally present to
open and permit an entry into said premises at any time,  when for any reason an
entry therein shall be necessary or permissible  hereunder,  the Landlord or the
Landlord's  agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord  reasonable care to the Tenant's
property) and without in any manner  affecting the  obligations and covenants of
this lease;  it is, however,  expressly  understood that the right and authority
hereby  reserved,  does not  impose,  nor does the  Landlord  assume,  by reason
thereof,  any responsibility or liability whatsoever for the care or supervision
of said premises,  or any of the pipes,  fixtures,  appliances or  appurtenances
therein contained or therewith in any manner connected.

    NO REPRE-
   SENTATIONS

      NINETEENTH.--The  Landlord  has made no  representations  or  promises  in
respect to said  building  or to the demised  premises  except  those  contained
herein,  and those,  if any,  contained  in some  written  communication  to the
Tenant,  signed by the Landlord.  This Instrument may not be changed,  modified,
discharged or terminated orally.

   ATTORNEY'S
         FEES

      TWENTIETH.--If the Tenant shall at any time be in default  hereunder,  and
if the  Landlord  shall  institute an action or summary  proceeding  against the
Tenant based upon such default then the Tenant will  reimburse  the Landlord for
the  expense  of  attorneys'  fees and  disbursements  thereby  incurred  by the
Landlord,  so far as the  same are  reasonable  in  amount.  Also so long as the
Tenant shall be a tenant  hereunder the amount of such expenses  shall be deemed
to be  "additional  rent"  hereunder  and  shall be due from the  Tenant  to the
Landlord  on the  first  day of  time  month  following  the  incurring  of such
respective expenses.

   POSSESSION

      TWENTY-FIRST.--Landlord shall not be liable for failure to give possession
of the premises upon  commencement  date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason: in such event the
rent shall not commence until possession is given or is available,  but the term
herein shall not be extended.










THE TENANT FURTHER COVENANTS:

   IF A FIRST
        FLOOR

    INCREASED
         FIRE
    INSURANCE
         RATE

      TWENTY-THIRD.--If  by reason of the conduct upon the demised premises of a
business  not herein  permitted,  or if by reason of the  improper  or  careless
conduct of any business upon or use of the demised premises,  the fire insurance
rate shall at any time be higher  than it  otherwise  would be,  then the Tenant
will reimburse the Landlord, as additional rent hereunder,  for that part of all
fire  insurance  premiums  hereafter  paid out by time Landlord which shall have
been  charged  because of the  conduct of such  business  not so  permitted,  or
because of the improper or careless  conduct of any business  upon or use of the
demised  premises,  and will make such  reimbursement  upon the first day of the
month  following such outlay by the Landlord;  but this covenant shall not apply
to a premium for any period  beyond the  expiration  date of this  lease,  first
above specified. In any action or proceeding wherein the Landlord and Tenant are
parties,  a  schedule  or "make  up" of rate  for the  building  on the  demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises,  shall be prima
facie  evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

   WATER RENT

        SEWER

      TWENTY-FOURTH.--If  a separate  water meter be  installed  for the demised
premises,  or any part thereof,  the Tenant will keep the same in repair and pay
the charges made by the  municipality  or water supply company for or in respect
to the  consumption of water,  as and when bills  therefor are rendered.  If the
demised  premises,  or any part thereof,  be supplied with water through a meter
which supplies other premises,  the Tenant will pay to the Landlord, as and when
bills are  rendered  therefor,  the Tenant's  proportionate  part of all charges
which  time  municipality  or water  supply  company  shall  make for all  water
consumed through said meter, as indicated by said meter. Such proportionate part
shall be fixed by  apportioning  the respective  charge  according to floor area
against  all of the  rentable  floor  area in the  building  (exclusive  of time
basement)  which shall have been  occupied  during the period of the  respective
charges,  taking  into  account  the  period  that  each  part of such  area was
occupied.  Tenant  agrees to pay as additional  rent the Tenant's  proportionate
part  determined as aforesaid,  of the sewer rent or charge  imposed or assessed
upon the building of which the premises are a part.

     ELECTRIC
      CURRENT

      TWENTY-FIFTH.--That  the Tenant will purchase  from the  Landlord,  if the
Landlord shall so desire,  all electric  current that the Tenant requires at the
demised  premises,  and will pay the  Landlord  for the same,  as the  amount of
consumption  shall be indicated by the meter furnished  therefor.  The price for
said current shall be the same as that charged for  consumption  similar to that
of time Tenant by time company  supplying  electricity  in time same  community.
Payments  shall be due as and when bills  shall be  rendered.  The Tenant  shall
comply with like rules,  regulations and contract provisions as those prescribed
by said company for a consumption similar to that of time Tenant.

    SPRINKLER
       SYSTEM

      TWENTY-SIXTH.--If there now is or shall be installed in said building a
"sprinkler system" the Tenant agrees to keep the appliances thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire Underwriters or the New York Fire Insurance Exchange or any bureau,
department or official of the State or local government requires or recommends
that any changes, modifications, alterations or additional sprinkler heads or
other equipment be made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents of the demised
premises, or if such changes, modifications, alterations, additional sprinkler
heads or other equipment in the demised premises are necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Exchange or by any Fire
Insurance Company, the Tenant will at the Tenant's own expense, promptly make
and supply such changes. modifications, alterations, additional sprinkler heads
or other equipment. As additional rent hereunder the Tenant will pay to the
Landlord, annually In advance, throughout time term $.................., toward
the contract price for sprinkler supervisory service.







     SECURITY

      TWENTY-SEVENTH.--The  sum of --O--  Dollars  is  deposited  by the  Tenant
herein with the Landlord herein as security for the faithful  performance of all
the  covenants and  conditions  of time lease by the said Tenant.  If the Tenant
faithfully  performs  all  the  covenants  and  conditions  on  his  part  to be
performed, then time sum deposited shall be returned to said Tenant.

     NUISANCE

      TWENTY-EIGHTH.--This  lease is  granted  and  accepted  on the  especially
understood  and agreed  condition  that the Tenant will  conduct his business in
such a manner,  both as regards noise and kindred nuisances,  as will in no wise
interfere  with,  annoy,  or disturb any other tenants,  in the conduct of their
several  businesses,  or time landlord in the management of the building;  under
penalty of forfeiture of this lease and consequential damages.

      BROKERS
   COMMISSION

       WINDOW
     CLEANING

      THIRTIETH.--The  Tenant agrees that it will not require,  permit,  suffer,
nor allow the cleaning of any window, or windows,  in time demised premises from
the outside  (within  time  meaning of Section 202 of time Labor Law) unless the
equipment and safety  devices  required by law,  ordinance,  regulation or rule,
including,  without  limitation,  Section  202 of the New York  Labor  Law,  are
provided  and used,  and  unless  the rules,  or any  supplemental  rules of the
Industrial  Board of time  State of New York  are  fully  complied  with and the
Tenant hereby  agrees to Indemnify the Landlord  Owner,  Agent,  Manager  and/or
Superintendent as a result of the Tenant's requiring, permitting,  suffering, or
allowing any window,  or windows in the demised  premises to be cleaned from the
outside in violation of the  requirements  of time aforesaid  laws,  ordinances,
regulations and/or rules.

     VALIDITY

      THIRTY-FIRST.--The invalidity or unenforceability of any provision of this
lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provision hereof.

    EXECUTION
   & DELIVERY
     OF LEASE

      THIRTY-SECOND.--In  order to avoid daisy, this lease has been prepared and
submitted to the Tenant for signature with the  understanding  that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.

  EXTERIOR OF
     PREMISES

  PLATE GLASS

          WAR
    EMERGENCY

      THIRTY-FIFTH.--This  lease  and  the  obligation  of  Tenant  to pay  rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in nowise be affected,  Impaired or excused
because  Landlord  is unable to supply or is delayed in  supplying  any  service
expressly  or  impliedly  to be supplied or is unable to make,  or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental  preemption in connection with a
National  Emergency  declared  by the  President  of  the  United  States  or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

        QUIET
   POSSESSION

      FIRST.--That  if and so long as the Tenant  pays the rent and  "additional
rent"  reserved  hereby,  and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises subject however,  to
the terms of this lease, and to the mortgages above mentioned, provided however,
that this  covenant  shall be  conditioned  upon the  retention  of title to the
premises by Landlord.

     ELEVATOR
         HEAT

      SECOND.--Subject to the provisions of Paragraph "Fourteenth" above the
Landlord will furnish the following respective services: (a) Elevator service,
if the building shall contain an elevator or elevators, on all days except
Sundays and holidays, from           A.M. to          P.M. and on Saturdays from
           A.M. to          P.M.; (b) Heat, during the same hours on the same 
days in the cold season in each year.

      And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties  hereto and upon
their respective successors, heirs, executors and administrators.

      IN WITNESS WHEREOF,  the Landlord and Tenant have respectively  signed and
sealed these presents the day and year first above written.

                                      SANDATA, INC.
                                      By:


                                      /s/ Xxxx X. Xxxxxxx                  
                                      --------------------------------[L.S]
                                      Xxxx X. Xxxxxxx, President       Landlord

IN PRESENCE OF:

                                      NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                                      By:


                                      /s/ Xxxxx Xxxxxxx
                                      --------------------------------[L.S]
                                      Xxxxx Xxxxxxx, President           Tenant











                  SCHEDULE ATTACHED HERETO AND MADE PART HEREOF
                  LEASE OF DEMISED PREMISES IN BUILDING LOCATED
                  AT 00 XXXXXX XXXX XXXXX, XXXX XXXXXXXXXX, XX,
                         DATED JANUARY 1, 1996, BETWEEN
                          SANDATA, INC. AS LANDLORD AND
              NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. AS TENANT.

                                SCHEDULE OF RENT

January 1, 1996 through                      $145,860.00 per annum   
 December 31, 1996                            $12,155.00  per month 

January 1, 1997 through                      $167,460.00 per annum  
 December 31, 1997                            $13,955.00 per month  

January 1, 1998 through                      $175,833.00 per annum   
 December 31, 1998                            $14,652.75 per month  

January 1, 1999 through                      $184,624.65 per annum   
 December 31, 1999                            $15,385.39 per month  

January 1, 2000 through                      $193,855.88 per annum   
 December 31, 2000                            $16,154.66 per month