NATIONAL MEDICAL HEALTH CARD SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>51
<FILENAME>mclaughlinstockopt012902.txt
<TEXT>

                                                                Exhibit 10.72

     STOCK  OPTION  AGREEMENT  made as of the 29th day of  January,  2002 by and
between NATIONAL MEDICAL HEALTH CARD SYSTEMS,  INC., a New York corporation (the
"Company"), and Patrick McLaughlin (Optionee").

     WHEREAS,  pursuant to the National  Medical Health Card Systems,  Inc. 1999
Stock Option Plan (the  "Plan"),  the Company  desires to grant to the Optionee,
and the  Optionee  desires  to  accept,  an  option  to  purchase  shares of the
Company's  common stock, par value $.001 per share (the "Common Stock") upon the
terms and conditions set forth herein.

     NOW THEREFORE the parties hereto agree as follows:

     1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the  "Option") to purchase One Hundred  Twenty Five  Thousand  (125,000)
shares of Common Shares (the "Option  Shares")  pursuant to the Plan. The Option
shall vest and become exercisable in accordance with the provisions of Section 4
below.

     2. NATURE OF OPTION.  The Option is intended  to meet the  requirements  of
Section  422 of the  Internal  Revenue  Code of 1986,  as  amended,  relating to
"incentive stock options".

     3. OPTION PRICE. The exercise price per share of the Option shall be $12.45
(the "Option Price").

     4. 4. VESTING.  Except as specifically  provided otherwise herein or in the
Plan, and subject to the Optionee  remaining in the continuous  employment with,
or otherwise  providing  consulting services to, the Company or its subsidiaries
through the  applicable  vesting dates provided  below,  the Option shall become
vested and exercisable, in cumulative increments, as follows:

     a. the Option  shall  become  vested and  exercisable  (i) with  respect to
one-sixth of the shares of Common Stock  subject  thereto upon the date, if any,
that it is finally  determined that the "First Contingent  Amount" shall be paid
by the Company (the "First  Contingent  Payment  Date") in  accordance  with the
terms of the Asset  Purchase  Agreement  dated as of January  29, 2002 among the
Company,  HSL  Acquisition  Corp.,  Health  Solutions Ltd. And the other persons
named  therein  (the "Asset  Purchase  Agreement"),  and (ii) with respect to an
additional  one-sixth of the shares of Common Stock  subject  thereto on each of
the first and second anniversaries of First Contingent Payment Date; and

     b. the Option  shall  become  vested and  exercisable  (i) with  respect to
one-fourth of the shares of Common Stock subject  thereto upon the date, if any,
that it is finally  determined that the "Second Contingent Amount" shall be paid
by the Company (the "Second  Contingent  Payment  Date") in accordance  with the
terms of the Asset  Purchase  Agreement  and (ii) with respect to an  additional
one-fourth  of the shares of Common Stock  subject  thereto on each of the first
anniversary of Second Contingent Payment Date.

     Nothwithstanding anything in this Section 4 to the contrary, (a) the Option
shall become fully vested and  exercisable on the ninth  anniversary of the date
hereof,  provided that the Optionee has been in  continuous  employment or other
service  with the  Company  or its  subsidiaries  through  such  date and (b) in
addition  to the other  conditions  set forth  herein,  the Option  shall not be
exercisable  at any time  following the  submission  by a Purchaser  Indemnified
Party of a bona fide claim under Article VIII of the Asset Purchase Agreement in
respect of any Losses ("Claimed Losses"). In the event (i) that it is ultimately
determined in accordance  with the terms of the Asset  Purchase  Agreement  that
such Purchaser Indemnified Party is not entitled to indemnification for all or a
portion  of  such  Claimed  Losses  or  (ii)  the  Purchaser  Indemnified  Party
successfully  recovers  the  full  amount  of such  Claimed  Losses  or (ii) the
Purchaser  Indemnified  Party  successfully  recovers  the full  amount  of such
Claimed Losses, the Option shall become exercisable in accordance with the other
terms and conditions  herein.  Capitalized  terms used in this paragraph and not
otherwise  defined  shall have the  meaning  ascribed to such terms in the Asset
Purchase Agreement.

     5. TERM OF OPTION; TERMINATION. Unless sooner terminated in accordance with
this  Agreement or the Plan,  the Option shall expire and terminate on the tenth
anniversary of the date hereof and in no event shall be  exercisable  after such
date. Upon the Optionee's  death or termination of the Optionee's  employment or
other  service  with the  Company  and its  subsidiaries,  the  Option,  and the
Optionee's (and, if applicable, his beneficiaries') rights thereunder,  shall be
controlled by the provisions of Section 12 of the Plan.

     6. EXERCISE OF OPTION. 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 (together with the amount deemed  necessary by
the Company to enable it to satisfy any tax withholding obligations attributable
to the exercise),  the Company shall tender to the Optionee  certificates issued
in the Optionee's name  evidencing the number of Option Shares covered  thereby.
No shares of Common Stock shall be issued  hereunder until full payment for such
shares  has  been  made  and any  other  exercise  conditions  have  been  fully
satisfied.  The Optionee  shall have no rights as a shareholder  with respect to
any shares  covered by the Option  until the date such  shares are issued to the
Optionee on the Company's records.  No adjustment shall be made for dividends or
distributions or the granting of other rights for which the record date is prior
to the date such shares are issued.

     7. 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.

     8. ACQUISITION EVENTS. In the event of a merger,  consolidation,  mandatory
share exchange or other similar business combination of the Company with or into
any other entity (the  "Successor  Entity") or any  transaction in which another
person or entity  acquires all the issued and  outstanding  capital stock of the
Company,  or all or  substantially  all  the  assets  of the  Company  (each  an
"Acquisition  Event"),  the Option may be assumed or an equivalent option may be
substituted by the Successor Entity or a parent of the Successor  Entity. If and
to the extent that the Option is not assumed or  replaced  with a  substantially
equivalent  option,  then the Optionee  shall have the right to exercise in full
the Option, whether or not otherwise vested or exercisable,  but contingent upon
the occurrence of the Acquisition  Event, in which case the Company shall notify
the  Optioneee in writing or  electronically  that the Option shall become fully
exercisable  at  least  thirty  (30)  days  prior  to  the  consummation  of the
Acquisition  Event,  and the Option,  to the extent not  exercised  prior to the
consummation of the Acquisition Event, shall thereupon terminate.

     9. NO EMPLOYMENT OR OTHER SERVICE  RIGHTS.  Nothing in this Agreement shall
confer upon the  Optionee a right to continue  in the employ of,  other  service
with, the Company or its  subsidiaries or interfere in any way with the right of
the Company or its  subsidiaries to terminate the employment or other service of
the Optionee.

     10.  INCORPORATION  BY REFERENCE.  The terms and  conditions of the Plan, a
copy of which the Optionee  acknowledges  receipt of, are hereby incorporated by
reference and made a part hereof.

     11.  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.

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

     13. ENTIRE AGREEMENT. This Agreement,  together with the Plan, contains the
entire  understanding  of the parties  hereto with respect to the subject matter
hereof and supersedes any and all prior agreements and understanding between the
parties hereto. This Agreement may not be modified (except as otherwise provided
in the Plan) other than by written instrument executed by the parties hereto.



<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:

                                                     --------------------------
                                                     Bert Brodsky, Chairman



                                                     --------------------------
                                                     Signature of Optionee


                                                     --------------------------
                                                     Name of Optionee


                                                     --------------------------
                                                     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 __________________ to the extent of  purchasing___________________  Common
Shares of National  Medical  Health Card Systems,  Inc. The  undersigned  hereby
makes a payment of $______________ in payment therefor.


                                                       ------------------------
                                                       Name of Optionee


                                                       ------------------------
                                                       Signature of Optionee


                                                       ------------------------
                                                       Address of Holder


                                                       ------------------------
                                                       Date



</TEXT>
</DOCUMENT>
