NATIONAL MEDICAL HEALTH CARD SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>tbaskinemployagmt.txt
<TEXT>
                                 EXHIBIT 10.61

                   NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT,  dated as of June 4,  2001 by and  between  NATIONAL
MEDICAL  HEALTH CARD SYSTEMS,  INC., a New York  corporation  with an office and
place of  business  at 26 Harbor Park  Drive,  Port  Washington,  New York 11050
(inclusive of subsidiaries, hereinafter shall be collectively referred to as the
"Company"), and TERY BASKIN, who resides at Two Live Oaks Court, Little Rock, AR
72223 (the "Employee"). RECITALS:

     A. The Company is engaged in providing  comprehensive  prescription benefit
management services to the general commercial market.

     B. The Company  wishes to assure itself of the services of the Employee for
the period provided in this  Agreement,  and the Employee is willing to serve in
the employ of the Company on a full-time  basis,  for said period,  and upon the
other terms and conditions hereinafter provided.

     C. NOW,  THEREFORE,  in  consideration  of the  foregoing and of the mutual
covenants  hereinafter  set forth,  the parties  hereto hereby agree as follows:


                                   AGREEMENT:

     1. TERM OF EMPLOYMENT.

     1.1 The  Company  hereby  employs the  Employee,  and the  Employee  hereby
accepts  employment  with  the  Company,  for an  initial  term of one (1)  year
commencing on the  Commencement  Date (as defined in Subsection  1.2 hereof) and
ending  (subject to the provisions of Section 5 hereof) on the date  immediately
preceding the first  anniversary of the Commencement  Date (the "Initial Term").
Thereafter,  the employment of the Employee shall continue  hereunder  after the
Initial Term to commence on the first anniversary of the Commencement Date (such
period being hereinafter referred to as the "Extended Term"), unless the Company
or the Employee  shall give thirty (30) days' written notice to the other of its
or his election to terminate  the  employment  of the Employee at the end of the
Initial  Term or at any time  during the  Extended  Term as the case may be. The
period of the Company's  employment of the Employee including the Extended Term,
if any, shall be hereinafter referred to as the "Employment Period".

     1.2 As used in this Agreement, the term "Commencement Date" shall mean June
4, 2001.

     2. DUTIES.

     2.1 During the  Employment  Period,  the Employee  shall be employed by the
Company as its Chief Operating Officer. Employee shall report on a regular basis
directly to the Company's  President  and shall perform such duties,  consistent
with his position,  as are usually associated with such office, and the Employee
shall have such  powers  relating  to the  Company as shall from time to time be
assigned to him by the Board of  Directors  of the Company  consistent  with the
duties set forth herein.

     2.2  During the  Employment  Period,  the  Employee  shall  devote his full
business  time,  attention  and efforts to the  business  and  interests  of the
Company.

     3. COMPENSATION.

     3.1 As full compensation for his services and undertakings pursuant to this
Agreement,  the Employee shall receive a salary at the rate of  $150,000.00  per
year, subject to adjustment as hereafter  provided (the "Base Salary"),  payable
in twenty-six  (26) equal  installments  or other more frequent  installments in
accordance with the regular pay policies of the Company.  Employee's Base Salary
shall be increased by an amount to be determined  by the Board  Directors of the
Company each year of the Extended Term, if any. In addition,  the Employee shall
be entitled to participate in the bonus pool allocated for senior  executives of
the Company.

     3.2 During the  Employment  Period,  the Employee shall also be entitled to
(a) four (4) weeks paid vacation  annually and (b)  participate in group medical
insurance and other  benefits or programs of the Company  hereafter  established
and made  available by the Company to its  employees,  the cost of which will be
borne by the  Company.  The  Company  agrees  to  waive,  where  applicable  and
permissible  pursuant  to the terms of any such  plan,  any  enrollment  waiting
period in the Company's  group medical  insurance  plans and  retirement  plans.
Further,  during  the  Employment  Period the  Company  shall  maintain  for the
Employee a pharmacists liability malpractice policy.

     3.3 The Company shall deduct from the  Employee's  Base Salary,  commission
payments, bonus or incentive compensation any federal, state or city withholding
taxes, social security contributions and any other amounts which may be required
to be deducted or withheld by the Company pursuant to any federal, state or city
laws, rules or regulations.

     3.4  The  Company  shall  reimburse  the  Employee,  or  cause  him  to  be
reimbursed,  for accountable  expenses incurred by him in the performance of his
duties  hereunder  or in  furtherance  of the  business  and/or  interest of the
Company.

     3.5  The  Company  has  provided  the  Employee  with a  motor  vehicle  of
Employee's  choice;  payment and  maintenance  expenses for such automobile will
continue to be made by the Company throughout the Employment Period.

     4. STOCK OPTIONS.

     4.1 Simultaneously upon the execution of this Agreement,  the Employee will
be granted by the Company an option to purchase 20,000 shares of Common Stock of
the Company at an  exercise  price of $5.00 per share,  such  options to vest in
accordance  with and  otherwise  be subject  to, the terms of such Stock  Option
Agreement.

     5. TERMINATION.

     5.1 If the Employee dies or becomes disabled during the Employment  Period,
his right to receive the Base Salary, and all other rights under this Agreement,
shall terminate at the end of the month during which death occurs.

     5.2 If,  during the  Employment  Period,  in the good faith  opinion of the
President of the  Company,  the Employee  shall  become  physically  or mentally
incapacitated to perform his duties for the Company hereunder ("Disabled") for a
continuous  period of three (3) months or for an  aggregate  of at least  ninety
(90) days during any twelve (12) month period, the Company shall have the right,
by written notice, to terminate the Employee's employment hereunder as of a date
(not less than thirty (30) days after the date of the sending of such notice) to
be  specified  in such  notice.  The  Employee  agrees  to  submit  himself  for
appropriate medical  examination to a physician of the Company's  designation as
necessary for purposes of this Paragraph 5.2.  Notwithstanding the definition of
disabled contained in the preceding sentence,  in the event that the Employee is
receiving  disability  insurance benefits during any period prior to termination
of this  Agreement as provided in this Section 5.2, the  Employee's  Base Salary
shall be reduced by an amount equal to such disability insurance benefits during
such period.

     5.3 The Company,  in addition to any other remedies available to it, either
at law or in equity,  may terminate this Agreement without any further liability
or obligation to the Employee  from and after the date of such  termination,  by
delivering  to  the  Employee  written  notice   specifying  the  date  of  such
termination, upon the occurrence of any of the following events:

     (a) A material  breach of this Agreement by the Employee which, if curable,
remains  uncured for fifteen (15) days after  Employee  receives  written notice
thereof;

     (b)  Employee's  commission  of any act in the  performance  of his  duties
constituting common law fraud, a felony, or other gross malfeasance of duty;

     (c) Any  material  misrepresentation  by the  Employee  (i) relating to his
ability to enter into this  Agreement,  or (ii)  during the  Employment  Period,
relating to the services to be performed by him hereunder; or

     (d) Employee's  engagement in misconduct  which is materially  injurious to
the Company or its subsidiaries.

     5.4 In the event that the Company  terminates  this  Agreement for a reason
other than those set forth in Section  5.3 hereof or should  Employee  terminate
the Agreement for "Good Reason" as hereinafter  defined (but not in the event of
termination by Employee without Good Reason), the Company shall pay the Employee
an amount equal to the  Employee's  then  current Base Salary,  exclusive of any
bonuses and accountable expenses, for a period of three (3) months (the "Initial
Severance  Payment"),  and  an  additional  amount  (the  "Additional  Severance
Payment")  equal to the  Employee's  then current Base Salary,  exclusive of any
bonuses and accountable  expenses,  for an additional period not to exceed three
(3)  months  commencing  on the  three  (3)  month  anniversary  of the  date of
termination of employment.  However,  such  Additional  Severance  Payment shall
immediately  be reduced by the amount of salary  received  by the  Employee as a
result of Employee's  obtaining  employment with another employer during the six
(6) month period following the date of termination of employment (the "Severance
Period").  The Company  shall assist  Employee in procuring new  employment  and
Employee  agrees  to give  consideration  to any and all  prospective  employers
procured by the  Company.  The Initial  Severance  Payment  (and the  Additional
Severance Payment,  if any) shall be paid to the Employee in accordance with the
regular  payroll   practices  of  the  Company   following  his  termination  of
employment.

     5.5 The  Employee  shall have "Good  Reason" to  terminate  his  employment
hereunder upon the occurrence of any of the following events:

     (a) a material  diminution  during the Employment  Period in the Employee's
duties, responsibilities, reporting relationship or title as set forth herein; (

     b) a breach by the Company of the compensation and benefits  provisions set
forth in Section 3.1 hereof; or

     (c) a breach  by the  Company  of any of the other  material  terms of this
Agreement

     6. COVENANT NOT TO DISCLOSE.

     6.1 The Employee  covenants  and agrees that he will not at any time during
or after the  Employment  Period reveal,  divulge,  or make known to any person,
firm, corporation, or other business organization (other than the Company or its
affiliates,  if any), or use for his own account,  any Confidential  Information
(as such term is hereinafter defined) of any kind used by the Company during his
employment by the Company, and made known (whether or not with the knowledge and
permission  of the  Company,  whether or not  developed,  devised,  or otherwise
created in whole or in part by the efforts of the Employee, and whether or not a
matter of public knowledge  unless as a result of authorized  disclosure) to the
Employee  by reason of his  employment  by the  Company.  The  Employee  further
covenants and agrees that he shall retain such knowledge and  information  which
he has acquired or shall acquire and develop  during his  employment  respecting
such Confidential  Information in trust for the sole benefit of the Company, its
successors  and assigns and that upon  termination  of his  employment  with the
Company, he shall return to the Company, any and all notebooks,  software,  data
and other documents and materials,  including all copies to in his possession or
under his control relating to any Confidential  Information.  Employee shall, if
asked to by the Company,  sign a statement  acknowledging,  among other  things,
that  Employee  has  returned all such  Confidential  Information.  For purposes
hereof, the term "Confidential  Information" shall mean all information given to
the Employee,  directly or indirectly,  by the Company and all other information
relating to the Company otherwise  acquired by the Employee during the course of
his  employment  with the  Company  (whether  on or prior to the date  hereof or
hereafter),  other than  information  which (i) was in the public  domain at the
time furnished to, or acquired by, the Employee,  or (ii) thereafter  enters the
public  domain other than through  disclosure,  directly or  indirectly,  by the
Employee  or  others  in  violation  of  an  agreement  of   confidentiality  or
nondisclosure.

     7. COVENANT NOT TO COMPETE; NON-INTERFERENCE.

     7.1 The Employee  covenants and agrees that,  during the Employment  Period
hereunder  and should the  Company  terminate  Employee's  employment  hereunder
pursuant to Sections 5.3(a) or (b), or should Employee voluntarily terminate his
employment  hereunder for other than Good Reason,  for a period of eighteen (18)
months after the later of (a) the expiration or termination of this Agreement or
(b) the expiration or termination  of the Severance  Period,  Employee will not,
without the prior written  consent of the Company,  directly or indirectly,  and
whether as principal or as agent, officer,  director,  employee,  consultant, or
otherwise, alone or in association with any other person, firm, corporation,  or
other business organization,  carry on, or be engaged,  concerned,  or take part
in, or render  services to, or own,  share in the earnings of, or invest in, the
stock,  bonds, or other securities of any person,  firm,  corporation,  or other
business organization (other than the Company or its affiliates, if any) engaged
in a business  which is similar to or in  competition  with any of the  material
businesses  carried on by the  Company  (a  "Similar  Business"),  except in the
course of his employment  hereunder;  provided,  however,  that the Employee may
invest in stock,  bonds, or other securities of any Similar Business if (A) such
stock,  bonds,  or other  securities  are  listed on any  national  or  regional
securities  exchange  or  have  been  registered  under  Section  12  (g) of the
Securities  Exchange Act of 1934; and (B) his investment does not exceed, in the
case of any class of the capital  stock of any one issuer,  two (2%)  percent of
the issued and outstanding  shares, or in the case of bonds or other securities,
two  (2%)  percent  of  the  aggregate   principal  amount  thereof  issued  and
outstanding.

     7.2 The Employee covenants and undertakes that during the Employment Period
and for a period  of three (3) years  after the later of (a) the  expiration  or
termination  of this  Agreement,  or (b) the  expiration or  termination  of the
Severance Period, he will not, whether for his own account or for the account of
any other person, firm,  corporation or other business  organization,  interfere
with the  Company's  relationship  with,  or  endeavor  to entice  away from the
Company any person,  firm,  corporation  or other business  organization  who or
which at any time  during the  Employee's  employment  with the  Company  was an
employee,  consultant,  agent,  supplier,  or  customer of the Company or in the
habit of dealing with the Company or its affiliates.

     8. INVENTIONS, PATENT, ETC.

     8.1 The Employee shall promptly communicate and disclose to the Company all
inventions,  discoveries,  improvements and new writings, in any form whatsoever
(hereinafter   "Inventions")  including,   without  limitation,   all  software,
programs,  routines,  techniques,  procedures,  training aides and instructional
manuals  conceived,  developed  or  made by him  during  his  employment  by the
Company,  whether  solely or jointly with others,  whether during or after usual
business  hours and  whether  or not  patentable,  copyrightable,  or  otherwise
capable of protection (A) which relate to any matters or business  carried on or
being developed by the Company, or (B) which result from or are suggested by any
work  done  by him or by  the  duties  assigned  to  him  in the  course  of his
employment by the Company.

     8.2 All written  materials,  records and documents  made by the Employee or
coming into his possession  during the Employment Period concerning the business
or affairs of the Company shall be the sole  property of the Company,  and, upon
the expiration or  termination  of the Employment  Period or upon the request of
the Company during the Employment  Period,  the Employee agrees to render to the
Company such reports of the  activities  undertaken by the Employee or conducted
under the Employee's  direction during the Employment  Period as the Company may
request.

     8.3 The  Employee  hereby  assigns and  transfers to the Company all right,
title and interest in and to the Inventions,  and will assist the Company or its
designee during and subsequent to his employment, at the Company's sole expense,
in filing  patent  and/or  copyright  applications  on,  and  obtaining  for the
Company's  benefit patents and/or  copyrights for such Inventions in any and all
countries,  and will  assign to the Company  all such  patent  and/or  copyright
applications,  and all patents and/or  copyrights  which may issue  thereon,  it
being  understood and agreed that said  Inventions are to be and remain the sole
and exclusive  property of the Company or its designee,  whether or not patented
and/or copyrighted.

     8.4 Any Invention conceived,  developed or made by the Employee and related
to  Employee's  responsibilities  at the  Company,  within  one (1)  year of the
termination  of his  employment,  whether  such  termination  of  employment  is
voluntary  or  involuntary,  shall  be  deemed  to have  arisen  out of and been
conceived,  developed  or made by the  Employee  during  his  employment  by the
Company, unless established to have been conceived,  developed or made after the
termination of such employment.

     9. REMEDIES.

     The Employee acknowledges and agrees that the Company will have no adequate
remedy at law if the Employee violates the terms of Section 6, 7 or 8 hereof. In
such event, the Company shall have the right, in addition to any other rights it
may  have,  to  obtain  in any  court of  competent  jurisdiction  temporary  or
permanent  injunctive  relief to restrain any breach or threatened breach of, or
to  specifically  enforce,  any of the provisions of such Sections,  in any such
event without the necessity of proving damages.

     10. COMPLIANCE WITH OTHER AGREEMENTS.


     10.1  Employee and Company  represent and warrant to the other that each is
under  no  contract,  restriction  or  obligation  which  is  inconsistent  with
execution of this Agreement or the performance of his/its duties hereunder. Each
hereby agrees to indemnify the other for all losses,  damages,  costs,  fees and
expenses  including   attorney's  fees  ("Losses")  incurred  by  the  other  in
connection  with any  breach of the  foregoing  representations  and  warranties
contained in this Section 10,  including  Losses related to any lawsuit or other
legal proceeding,  action or matter in which it is finally  adjudicated that the
other has breached any of such representations and warranties.

     11.  WAIVERS.  A waiver by the Company of a breach of any of the provisions
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of the same or any other provision.

     12. BINDING EFFECT; BENEFITS.

     Subject to the provisions of Section 5 hereof,  this Agreement  shall inure
to the  benefit  of, and shall be binding  upon,  the  parties  hereto and their
respective successors, assigns, heirs, and legal representatives,  including any
corporation or other business  organization  with which the Company may merge or
consolidate or to which it may transfer substantially all of its assets. Insofar
as the  Employee  is  concerned,  this  Agreement,  being  personal,  cannot  be
assigned.

     13. NOTICES.

     All notices,  requests, demands and other communications which are required
or may be given under this Agreement  shall be in writing and shall be deemed to
have been duly given or made when delivered in person, by courier,  by facsimile
transmission  (with  proof of  delivery),  or four (4) days  after  dispatch  by
registered or certified mail,  postage paid,  return receipt  requested,  to the
party  to whom  the same is so given  or  made,  to the  address  of such  party
hereinabove set forth.

     14. ENTIRE AGREEMENT; AMENDMENTS; SURVIVAL COVENANTS.

     This  Agreement  contains the entire  Agreement,  and  supersedes all prior
agreements and understandings,  oral or written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be waived, changed,
amended,  modified or  discharged  orally,  but only by an  agreement in writing
signed by the party against whom any waiver, change, amendment,  modification or
discharge is sought.  The  covenants of the Employee  contained in Sections 6, 7
and 8 of this  Agreement  shall  survive the  termination  or  expiration of the
Employment Period.

     15. HEADINGS.

     The headings  contained in this  Agreement are for reference  purposes only
and shall not affect the construction or interpretation of this Agreement.

     16. SEVERABILITY.

     The  invalidity of all or any part of any Section of this  Agreement  shall
not render  invalid the  remainder of this  Agreement  or the  remainder of such
Section. If any provision,  or part thereof, of this Agreement is so broad as to
be  unenforceable,  such provision  shall be interpreted  such that provision or
part  thereof  would be  valid,  legal and  enforceable  to the  fullest  extent
permitted by law.

     17. COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
shall,  when  executed,  be deemed to be an original,  but all of which together
shall constitute one and the same instrument.

     18. GOVERNING LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York,  without giving effect to principles  relating to
conflict of laws.

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

                                        NATIONAL MEDICAL HEALTH
                                        CARD SYSTEMS, INC.
                                        By:

                                        /s/James Bigl
                                        James Bigl
                                        President


                                        /s/Tery Baskin
                                        TERY BASKIN



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