NATIONAL MEDICAL HEALTH CARD SYSTEMS INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


                                EXHIBIT 10.25

     STOCK OPTION AGREEMENT made as of the 1st day of May, 2000 between NATIONAL
MEDICAL HEALTH CARD SYSTEMS,  INC., a New York corporation (the "Company"),  and
David Gershen (the "Optionee").

     WHEREAS,  the  Optionee  is an  employee  of the  Company  or a  subsidiary
thereof;

     WHEREAS,  the  Company  desires to provide to the  Optionee  an  additional
incentive to promote the success of the Company;

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the Company hereby
grants to the Optionee  (the  "Grant")  the right and option to purchase  Common
Shares of the Company under and pursuant to the terms and conditions of the 1999
Stock Option Plan (the "Plan") and upon and subject to the  following  terms and
conditions:

        1. GRANT OF OPTION.

     The  Company  hereby  grants to the  Optionee  the right  and  option  (the
"Option") to purchase up to Thirty-Five  Thousand  (35,000) Common Shares of the
Company (the "Option Shares") during the following periods:

          (a) All or any part of Eleven  Thousand Six Hundred  Seventy  (11,670)
     Common Shares  ("Option  Share  Portion  (a)") may be purchased  during the
     period  commencing May 1, 2001 and  terminating at 5:00 P.M. on May 1, 2005
     (the "Expiration Date"). However, should the Optionee's employment with the
     Company  terminate  after  three (3) months of the date  hereof for reasons
     other  than  those  set forth in  Section  5.2 of that  certain  Employment
     Agreement  dated March 27, 2000  between  the  Company  and  Optionee  (the
     "Employment Agreement"), Option Share Portion (a) will be treated as though
     it were fully vested on the termination date of Optionee's  employment with
     the Company.

          (b) All or any part of Eleven Thousand Six Hundred Sixty-Five (11,665)
     Common Shares  ("Option  Share  Portion  (b)") may be purchased  during the
     period  commencing  on May 1,  2002 and  terminating  at 5:00  P.M.  on the
     Expiration Date. However, should the Optionee's employment with the Company
     terminate  after  three  (3)  months  of  the  second  year  of  Optionee's
     employment  with the  Company  for  reasons  other  than those set forth in
     Section 5.2 of the Employment  Agreement,  Option Share Portion (b) will be
     treated  as  though  it  were  fully  vested  on the  termination  date  of
     Optionee's employment with the Company.

          (c) All or any part of Eleven Thousand Six Hundred Sixty-Five (11,665)
     Common Shares  ("Option  Share  Portion  (c)") may be purchased  during the
     period  commencing  on May 1,  2003 and  terminating  at 5:00  P.M.  on the
     Expiration Date. However, should the Optionee's employment with the Company
     terminate after three (3) months of the third year of Optionee's employment
     with the Company  for reasons  other than those set forth in Section 5.2 of
     the  Employment  Agreement,  Option  Share  Portion  (c) will be treated as
     though  it  were  fully  vested  on  the  termination  date  of  Optionee's
     employment with the Company.

          (d)  Notwithstanding  anything to the contrary contained in Section 12
     (a) of the Plan,  the Option must be exercised in whole (or in part, if not
     fully  vested),  on  a  date  one  year  after  termination  of  Optionee's
     employment with the Company.  In addition,  upon  termination of Optionee's
     employment  with the Company for  reasons  other than those  referred to in
     Section 5.2 of the Employment Agreement

        2. NATURE OF OPTION.

     Such  Options to  purchase  the  Option  Shares  are  intended  to meet the
requirements  of Section 422 of the Internal  Revenue Code of 1986,  as amended,
relating to "incentive stock options".

        3. EXERCISE  PRICE.

     The exercise  price of each of the Option  Shares shall be Five Dollars and
no cents ($5.00) (the "Option Price").  The Company shall pay all original issue
or transfer taxes on the exercise of the Option.

        4. EXERCISE  OF  OPTIONS.

     The Option shall be  exercised in  accordance  with the  provisions  of the
Plan.  As soon as  practicable  after the receipt of notice of exercise  (in the
form  annexed  hereto as Exhibit A) and payment of the Option  Price as provided
for in the Plan, the Company shall tender to the Optionee certificates issued in
the Optionee's name evidencing the number of Option Shares covered thereby.

        5. TRANSFERABILITY.

     The  Option  shall not be  transferable  other  than by will or the laws of
descent and  distribution  and,  during the  Optionee's  lifetime,  shall not be
exercisable by any person other than the Optionee.

         6. INCORPORATION  BY REFERENCE.

     The terms and conditions of the Plan are hereby  incorporated  by reference
and made a part hereof.

        7. NOTICES.

     Any  notice  or  other   communication  given  hereunder  shall  be  deemed
sufficient  if in writing and hand  delivered or sent by registered or certified
mail, return receipt requested,  addressed to the Company, 26 Harbor Park Drive,
Port Washington, New York 11050, Attention: Secretary and to the Optionee at the
address indicated below.  Notices shall be deemed to have been given on the date
of hand delivery or mailing, except notices of change of address, which shall be
deemed to have been given when received.

        8. BINDING  EFFECT.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties  hereto  and their  respective  legal  representatives,  successors  and
assigns.

        9. ENTIRE   AGREEMENT.

     This Agreement,  together with the Plan, contains the entire  understanding
of the parties  hereto  with  respect to the  subject  matter  hereof and may be
modified only by an instrument executed by the party sought to be charged.


<PAGE>


        IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                                  NATIONAL MEDICAL HEALTH CARD
                                                    SYSTEMS, INC.

                                                  By:/s/Bert E. Brodsky
                                                  Bert E. Brodsky

                                                  /s/David Gershen
                                                  Signature of Optionee

                                                  David Gershen
                                                  Name of Optionee

                                                  2 Pal Court,
                                                  Plainview, NY 11803
                                                  Address of Optionee


<PAGE>
                                   EXHIBIT A

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.

                              OPTION EXERCISE FORM

     The  undersigned  hereby  irrevocably  elects to exercise the within Option
dated  ____________,  2000 to the extent of purchasing Common Shares of National
Medical Health Card Systems, Inc. The undersigned hereby makes a payment of $ in
payment therefor.

                                                  David Gershen
                                                  Name of Optionee

                                                  Signature of Optionee
                                                  Address of Holder

                                                  Date
</TEXT>
</DOCUMENT>
