EXHIBIT 10.28
                                     SECOND
                                  AMENDMENT TO
                                PROMISSORY NOTE

$ 500,000.00                                                   Date May 31, 2000

     This  Promissory  Note amends and replaces  that certain note dated May 31,
2000 made by the undersigned to the Lender in the principal  amount of $500,000,
as amended.

     On March 31, 2002 we promise to pay to the order of NATIONAL MEDICAL HEALTH
CARD SYSTEMS, INC. FIVE HUNDRED THOUSAND AND NO CENTS ($500,000.00) Dollars
Payable at 26 Harbor Park Drive, Port Washington, NY 11050

     for value received with interest at nine and one-half  percent (9-1/2%) per
annum payable quarterly.  The Lender represents that this loan may be prepaid at
any time without penalty.


                                                       SANDATA, INC.
                                                       By:
                                                       /s/Bert E. Brodsky
                                                       Bert E. Brodsky, Chairman


Witness: