XXXX X. XXXXXXX
00 Xxxxxx Xxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
June 9, 1999
National Medical Health Card Systems, Inc.
00 Xxxxxx Xxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This will confirm my agreement to pay in full within one year
from the consummation of the contemplated public offering of National Medical
Health Card Systems, Inc. (the "Company') the indebtedness owed by me and P.W.
Capital, LLC reflected in the table in the Certain Transactions - Indebtedness
of Management section of the draft Preliminary Prospectus of even date attached
hereto as Exhibit A, after application of the net proceeds from the sale of
shares by the selling shareholder in such offering.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx