NATIONAL MEDICAL HEALTH CARD SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>24
<FILENAME>amendgershenemployagree.txt
<TEXT>
                                                                   Exhibit 10.60

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


     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 26 Harbor Park Drive, Port Washington, New York
11050 (the  "Company")  and David  Gershen  ("Employee"),  who  resides at 2 Pal
Court, Plainview, N.Y.11803.

                                   WITNESSETH:

     WHEREAS, on March 27, 2000 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 of the Agreement  shall be amended by adding Section 3.4 which
shall state the following:

          In the event of a Change of  Control  (as  defined  in  Section  5.5),
     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 5.2 of the Agreement.

     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:


                                            ----------------------------------
                                            James Bigl, Chief Executive Officer





                                           -----------------------------------
                                           David Gershen




</TEXT>
</DOCUMENT>
