Exhibit 10.1



October 1, 2002

Mr. James S. Lusk
42 Colts Glen Lane
Basking Ridge, NJ 07920


         Re:  MIM Corporation and Subsidiaries
              --------------------------------

Dear Jim:

         MIM Corporation,  a Delaware corporation (the "Company"), is pleased to
offer you employment as the Company's Chief Financial Officer,  on the terms and
subject to the  conditions  set forth below.  The terms and  conditions  of your
employment would be as follows:

1. POSITION AND DUTIES:            Executive  Vice President and Chief Financial
   -------------------             Officer.

                                   In such capacity,  you shall be the principal
                                   financial  and  accounting   officer  of  the
                                   Company  and  shall  be  responsible  for all
                                   financial reporting and other matters typical
                                   of  a  Chief  Financial   Officer.   In  such
                                   capacity,  you will  faithfully  perform  the
                                   duties of said office and  position  and such
                                   other duties of an executive,  managerial and
                                   administrative  nature as are  specified  and
                                   designated from time to time by the Company's
                                   Board of Directors.

                                   You will report  primarily to, and shall have
                                   such  further  duties as shall be assigned to
                                   you by the  Chief  Executive  Officer  of the
                                   Company,  subject  to  the  authority  of the
                                   Board of Directors.  Subject to the terms and
                                   conditions of this Agreement, you acknowledge
                                   and  understand  that you are an  employee at
                                   will.

2. BASE COMPENSATION:              Your base salary will be at an annual rate of
   -----------------               $300,000.00 per year, payable  bi-weekly,  or
                                   at such other times as other employees of the
                                   Company are paid.

3. LONG-TERM INCENTIVE
       COMPENSATION:               As further compensation hereunder,  effective
       ------------                upon  the  later  to  occur  of the  date you
                                   commence your employment with the Company and
                                   the date you  execute  definitive  agreements
                                   with respect to each such grant,  the Company
                                   would  grant  to  you  150,000  non-qualified
                                   stock  options  ("Options")  to purchase  the
                                   Company's common stock, par value $0.0001 per
                                   share  ("Common  Stock").  The Options  shall
                                   vest  in  equal  installments  on the  first,



<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 2

                                   second  and third  anniversary  dates of your
                                   employment.  The  grant and  vesting  of your
                                   options  would be  subject  to the  terms and
                                   conditions   set  forth  in  the  form  of  a
                                   definitive    non-qualified    stock   option
                                   agreement.  Such  options  shall be priced at
                                   the  closing  stock  price on the trading day
                                   immediately   preceding  your  first  day  of
                                   employment with the Company. Six months after
                                   the commencement of your employment, you will
                                   be reviewed and a determination will be made,
                                   in   the   Company's    sole   and   absolute
                                   discretion,  as to the granting of additional
                                   Options.


4.    TRANSPORTATION
      ALLOWANCE:                   During  your  employment,  the  Company  will
      ----------                   provide you with a monthly allowance of $1000
                                   for the use of an automobile.


5.    PARTICIPATION IN HEALTH
       AND OTHER BENEFIT PLANS:    During your employment with the Company,  you
       -----------------------     shall  be  permitted,  if and  to the  extent
                                   eligible,  to  participate  in  all  employee
                                   health  and  other  related   benefit  plans,
                                   policies  and   practices  now  or  hereafter
                                   available  to  members  of senior  management
                                   generally  and  maintained by or on behalf of
                                   the Company,  including the Company's medical
                                   expense reimbursement plan (the "MERP") and a
                                   life  insurance  policy  equal to three times
                                   your  then  annual  salary.  Nothing  in this
                                   agreement  shall  preclude  the Company  from
                                   terminating  or  amending  any such  plans or
                                   coverage  so  as  to  eliminate,   reduce  or
                                   otherwise    change   any   benefit   payable
                                   thereunder.

                                   You shall be eligible to  participate  in the
                                   Company's  1998 Cash  Bonus  Program  For Key
                                   Employees.  During the first calendar year of
                                   your  employment,  you would  participate pro
                                   rata  based  on the  number  of  days  during
                                   calendar  year 2002 that you were employed by
                                   the Company.


6. EXPENSES:                       Subject to such  policies as may from time to
   --------                        time be established by the Company's Board of
                                   Directors, the Company would pay or reimburse
                                   you for all reasonable and necessary expenses
                                   (which shall  include  professional  fees and
                                   dues reasonably  necessary to the performance
                                   of your duties  hereunder)  actually incurred
                                   or  paid  by you  during  the  term  of  your
                                   employment in the performance of your duties,
                                   upon   submission  and  approval  of  expense
                                   statements,   vouchers  or  other  supporting
                                   information  in  accordance   with  the  then
                                   customary practices of the Company.



<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 3


7. VACATION:
   --------                        You  would  be  entitled  to four  weeks  (20
                                   business  days)  vacation  during the term of
                                   your employment.


8. TERMINATION; SEVERANCE
    CHANGE OF CONTROL:
    -----------------              If  your   employment  with  the  Company  is
                                   terminated for any reason whatsoever, whether
                                   by you or the Company,  the Company would not
                                   be liable  for, or  obligated  to pay you any
                                   bonus  compensation or any other compensation
                                   contemplated  hereby not already  paid or not
                                   already   accrued   at  the   date   of  such
                                   termination,  and  no  other  benefits  shall
                                   accrue or vest  subsequent  to such date.  If
                                   you are  terminated  by the  Company  (or any
                                   successor) other than for "Cause" (as defined
                                   below),  (i) you will be  entitled to receive
                                   severance  payments  equal  to  one  year  of
                                   salary at your  then  current  salary  level,
                                   payable in accordance with the Company's then
                                   applicable  payroll  practices and subject to
                                   all  applicable  federal,   state  and  local
                                   withholding;   and   (ii)   all   outstanding
                                   unvested Options granted to you (or hereafter
                                   under  the  Bonus  Program)  and  held by you
                                   shall vest and become immediately exercisable
                                   and  shall   otherwise  be   exercisable   in
                                   accordance  with  their  terms  and you shall
                                   become   vested  in  any   pension  or  other
                                   deferred  compensation  other than pension or
                                   deferred  compensation  under a plan intended
                                   to  be  qualified  under  Section  401(a)  or
                                   403(a) of the Internal  Revenue Code of 1986,
                                   as amended (the "Code");  and (iii) you shall
                                   have  no   further   rights   to  any   other
                                   compensation  or  benefits  hereunder  on  or
                                   after the  termination  of  employment or any
                                   other rights hereunder.  For purposes of this
                                   Agreement,  "Cause"  shall  mean  any  of the
                                   following:  (1) commission by you of criminal
                                   conduct which involves moral  turpitude;  (2)
                                   acts which  constitute  fraud or self-dealing
                                   by or on the part of you against the Company,
                                   including,         without        limitation,
                                   misappropriation  or  embezzlement;  (3) your
                                   willful   engagement   in  conduct  which  is
                                   materially  injurious to the Company;  or (4)
                                   your gross  misconduct in the  performance of
                                   duties  as  an  employee   of  the   Company,
                                   including,  without  limitation,  failure  to
                                   obey lawful written instructions of the Board
                                   of Directors of the  Company,  any  committee

<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 4

                                   thereof  or  any  executive  officer  of  the
                                   Company or failure  to  correct  any  conduct
                                   which  constitutes  a breach  of any  written
                                   agreement  between  you and the Company or of
                                   any written  policy  promulgated by the Board
                                   of  Directors  of  either  the  Company,  any
                                   committee thereof or any executive officer of
                                   the  Company,  in either  case after not less
                                   than ten days'  notice in  writing  to you of
                                   the  Company's  intention to terminate you if
                                   such  failure  is not  corrected  within  the
                                   specified   period  (or  after  such  shorter
                                   notice  period if the  Company  in good faith
                                   deems  such  shorter   notice  period  to  be
                                   necessary due to the  possibility of material
                                   injury to the Company).  In addition,  if you
                                   are   terminated   by  the  Company  (or  any
                                   successor)  within  one year of a "Change  of
                                   Control" (as defined  below) or,  within such
                                   one (1) year  period,  you elect to terminate
                                   your  employment   after  the  Company  or  a
                                   successor  entity  materially   reduces  your
                                   authority,  duties and  responsibilities,  or
                                   assigns  you duties  materially  inconsistent
                                   with  your  position  or  positions  with the
                                   Company  or a  successor  entity  immediately
                                   prior  to such  Change  of  Control,  (I) you
                                   shall receive severance payments equal to one
                                   year  of  your  then   current   salary  (and
                                   reimbursement  for expenses incurred prior to
                                   the  effective  date  of the  termination  of
                                   employment;  (II)  all  outstanding  unvested
                                   Options  granted to you (or  hereafter  under
                                   the Bonus Program) and held by you shall vest
                                   and become immediately  exercisable and shall
                                   otherwise be exercisable  in accordance  with
                                   their  terms and you shall  become  vested in
                                   any  pension or other  deferred  compensation
                                   other than  pension or deferred  compensation
                                   under a plan  intended to be qualified  under
                                   Section  401(a) or 403(a) of the Code;  ; and
                                   (III) you shall have no further rights to any
                                   other  compensation or benefits  hereunder on
                                   or after the termination of employment or any
                                   other rights hereunder.


                                   For  purposes of this  Agreement,  "Change of
                                   Control"  means the occurrence of one or more
                                   of the  following:  (i) a "person" or "group"
                                   within  the means  the  meaning  of  sections
                                   13(d)  and  14(d)  of  the   Securities   and
                                   Exchange  Act of 1934  (the  "Exchange  Act")
                                   becomes the  "beneficial  owner"  (within the
                                   meaning of Rule l3d-3 under the Exchange Act)
                                   of  securities  of  the  Company   (including
                                   options, warrants, rights and convertible and
                                   exchangeable  securities)  representing 50.1%
                                   or more of the  combined  voting power of the
                                   Company's then outstanding  securities in any
                                   one or more  transactions  unless approved by
                                   at least two-thirds of the Board of Directors

<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 5

                                   then serving at that time; provided, however,
                                   that  purchases by employee  benefit plans of
                                   the   Company  and  by  the  Company  or  its
                                   affiliates shall be disregarded;  or (ii) any
                                   sale,  lease,  exchange or other transfer (in
                                   one   transaction  or  a  series  of  related
                                   transactions) of all, or  substantially  all,
                                   of the  operating  assets of the Company;  or
                                   (iii)  a  merger  or   consolidation,   or  a
                                   transaction  having a similar  effect,  where
                                   (A)  the   Company   is  not  the   surviving
                                   corporation,  (B) the  majority of the Common
                                   Stock of the Company is no longer held by the
                                   stockholders of the Company immediately prior
                                   to  the  transaction,  or (C)  the  Company's
                                   Common   Stock  is   converted   into   cash,
                                   securities or other property  (other than the
                                   common  stock of a  company  into  which  the
                                   Company  is  merged),   unless  such  merger,
                                   consolidation or similar  transaction is with
                                   a  subsidiary  of the Company or with another
                                   company,  a  majority  of  whose  outstanding
                                   capital stock is owned by the same persons or
                                   entities who own a majority of the  Company's
                                   Common  Stock  at such  time;  or (iv) at any
                                   annual or special  meeting of stockholders of
                                   the  Company at which a quorum is present (or
                                   any adjournments or  postponements  thereof),
                                   or  by  written   consent  in  lieu  thereof,
                                   directors   (each   a  "New   Director"   and
                                   collectively   the  "New   Directors")   then
                                   constituting  a  majority  of  the  Company's
                                   Board of  Directors  shall be duly elected to
                                   serve as New Directors and such New Directors
                                   shall have been  elected by  stockholders  of
                                   the  Company  who  shall  be an (I)  "Adverse
                                   Person(s)";  (II) "Acquiring  Person(s)";  or
                                   (III) "40%  Person(s)"  (as each of the terms
                                   set forth in (I),  (II), and (III) hereof are
                                   defined in that certain  Amended and Restated
                                   Rights Agreement, dated May 20, 1999, between
                                   the Company  and  American  Stock  Transfer &
                                   Trust Company, as Rights Agent.





9.  TERMINATION UPON DISABILITY    If  by   virtue   of  ill   health  or  other
                                   disability   you  are   unable   to   perform
                                   substantially  and  continuously  the  duties
                                   assigned to you for more than 180 consecutive
                                   or   non-consecutive    days   out   of   any
                                   consecutive  twelve-month period, the Company
                                   shall have the right, to the extent permitted
                                   by law, to  terminate  your  employment  upon
                                   written  notice;  provided  that the  Company
                                   will   have  no  right  to   terminate   your
                                   employment  if, in the opinion of a qualified
                                   physician   reasonably   acceptable   to  the
                                   Company,  it is  reasonably  certain that you
                                   will be  able  to  resume  your  duties  on a
                                   regular full-time basis within 30 days of the

<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 6

                                   date you receive notice of such  termination.
                                   Upon a  termination  of  your  employment  by
                                   virtue of  disability,  (i) you shall receive
                                   severance  payments equal to one year of your
                                   then current  salary (and  reimbursement  for
                                   expenses incurred prior to the effective date
                                   of the  termination  of employment  and other
                                   benefits  (including  bonuses awarded but not
                                   yet  paid)  earned  and  accrued  under  this
                                   agreement  prior to the effective date of the
                                   termination  of  your  employment;  (ii)  you
                                   shall  receive for a period of one year after
                                   termination of employment continuing coverage
                                   under the health  benefit  plans and programs
                                   you would have received  under this agreement
                                   as would have  applied in the absence of such
                                   termination,  it being  expressly  understood
                                   and agreed  that  nothing in this clause (ii)
                                   shall  restrict the ability of the Company to
                                   amend or  terminate  such plans and  programs
                                   from  time to time  in its  sole  discretion;
                                   provided,  however, that the Company shall in
                                   no event be required to provide any  coverage
                                   after  such time as you  become  entitled  to
                                   coverage under the benefit plans and programs
                                   of  another  employer  or  recipient  of your
                                   services (and  provided,  further,  that such
                                   entitlement   shall  be  determined   without
                                   regard  to any  individual  waivers  or other
                                   arrangements);  (iii)  all fully  vested  and
                                   exercisable  Options  granted  to and held by
                                   you may be exercised by you or your estate or
                                   beneficiaries  for a  period  of one (1) year
                                   from and after  the date of your  disability;
                                   and (iv) you shall have no further  rights to
                                   any other  compensation or benefits hereunder
                                   on or after the termination of employment, or
                                   any other rights hereunder.



10.  TERMINATION UPON DEATH:       If  you   die   during   the   term  of  your
                                   employment,  the  obligations  of the Company
                                   with respect to you shall  terminate in their
                                   entirety,  except as follows: Upon death, (i)
                                   you or your estate or beneficiaries  shall be
                                   entitled to receive accrued and unpaid salary
                                   (including  bonuses  awarded or declared  and
                                   not  paid)  and  reimbursement  for  expenses
                                   incurred   prior   to  the   date   of   your
                                   termination;  (ii) all vested and exercisable
                                   Options  granted to you may be  exercised  by
                                   your estate for a period of one (1) year from
                                   and after the date of your  death;  and (iii)
                                   neither you or your  estate or  beneficiaries
                                   shall  have any  further  rights to any other
                                   compensation  or  benefits  hereunder  on  or
                                   after the  termination of employment,  or any
                                   other rights hereunder.



<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 7

11. RESTRICTIVE COVENANT:          As a condition  to your  employment  with the
    --------------------           Company,  you will be obligated to enter into
                                   a restrictive  covenant agreement between you
                                   and  the  Company,   covering,   among  other
                                   things,      non-competition      provisions,
                                   non-solicitation    provisions,    and    the
                                   protection  of the Company's  trade  secrets.
                                   That agreement is attached  hereto as Exhibit
                                   A.

12. OTHER TERMS:                   Your  employment,  restrictive  covenants and
    -----------                    option    agreements   will   include   other
                                   customary   and  usual   terms,   provisions,
                                   conditions and  representations  as are found
                                   in the Company's  similar  arrangements  with
                                   its employees.


13. CONDITION TO EMPLOYMENT:
    -----------------------        Your   employment  is   conditioned   on  the
                                   approval of your  employment  and this letter
                                   agreement  by the Board of  Directors  of the
                                   Company.

14.  ARBITRATION:                  If any  dispute  arises  with  respect to the
     -----------                   rights and  obligations  hereunder and is not
                                   resolved   by  us,  such   dispute   will  be
                                   submitted to binding arbitration, which shall
                                   be   conducted   in   accordance   with   the
                                   commercial arbitration rules (the "Rules") of
                                   the American Arbitration  Association ("AAA")
                                   in   effect  at  the  time   arbitration   is
                                   commenced.  Arbitration  may be  commenced by
                                   either  party  by  service  and  filing  of a
                                   demand for arbitration in accordance with the
                                   Rules of the AAA then in effect.  There shall
                                   be one arbitrator in any arbitration pursuant
                                   to   this   agreement.   The   selection   of
                                   arbitrator  shall be made in accordance  with
                                   the  Rules  of the AAA  then in  effect.  The
                                   venue of  arbitration  shall be the  State of
                                   New York,  City of New York. The  arbitrators
                                   in any arbitration pursuant to this agreement
                                   shall apply the substantive laws of the State
                                   of New  York.  Any  arbitral  award  obtained
                                   pursuant to this  agreement  may be confirmed
                                   pursuant  to Article 75 of the New York Civil
                                   Practice  Law and  Rules  in New  York  State
                                   Supreme  Court  or  in  any  other  court  of
                                   competent  jurisdiction within or without the
                                   State of New York.


         Please call me to discuss any  questions or comments  that you may have
regarding  these  terms.  After  I  receive  your  agreement  to the  foregoing,
definitive  documentation  will be prepared.  I look forward to hearing from you
and working with you. Best regards.


<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 8


                                        Sincerely yours,

                                        MIM CORPORATON


                                        By:      /s/ Richard H. Friedman
                                                 -------------------------------
                                        Name:    Richard H. Friedman
                                        Title:


Agreed to and Accepted By:




__________________________
James S. Lusk


<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 9

                                                                       Exhibit A

                              RESTRICTIVE COVENANTS

         Covenant Against Competition; Other Covenants. You acknowledge that (i)
the  principal  business  of the  Company  (for  purposes  of these  restrictive
covenants,  the "Company" shall include all  subsidiaries  and affiliates of MIM
Corporation)  is the provision of a broad range of services  designed to promote
the  cost-effective  delivery of pharmacy  benefits,  including pharmacy benefit
management  services,  claims  processing,   the  purchasing  of  pharmaceutical
products on behalf of pharmacy networks and long term care facilities (including
assisted  living  facilities  and nursing  homes) and  specialty  pharmaceutical
programs  and  mail  order  pharmacy  services,   including  the  dispensing  of
prescription pharmaceutical products, and the sale and distribution, on a retail
and wholesale basis, of OTC's,  vitamins,  supplements,  herbals and other goods
typically  offered for sale  through a retail,  mail order or  internet  on-line
pharmacy (such  business,  and any and all other  businesses that after the date
hereof,  and from time to time during the Term,  become material with respect to
the Company's  then-overall  business,  herein being collectively referred to as
the  "Business");  (ii) the  Company is  dependent  on the  efforts of a certain
limited  number  of  persons  who have  developed,  or will be  responsible  for
developing the Company's  Business;  (iii) is national in scope;  (iv) your work
for the Company will give you access to the confidential affairs and proprietary
information of the Company; (v) your covenants and agreements contained in these
Restrictive Covenants are essential to the business and goodwill of the Company;
and (vi) the Company would not have offered you employment but for the covenants
and agreements set forth herein. Accordingly, you covenant and agree that:

                  (a) At any time  during your  employment  with the Company and
ending nine months following (i) termination of your employment with the Company
(irrespective  of the  reason  for  such  termination)  or (ii)  payment  of any
severance,  whichever occurs last, you shall not engage, directly or indirectly,
in sales or  marketing  or  otherwise  assisting  any company or other  business
entity  (which  includes,  without  limitation,   owning,  managing,  operating,
controlling, being employed by, giving financial assistance to, participating in
or being  connected in any material way with any person or entity other than the
Company),  engaged in (i) the  Business or (ii) any  material  component  of the
Business;  provided,  however,  that  the  Executive's  ownership  as a  passive
investor of less than two percent (2%) of the issued and outstanding  stock of a
publicly held corporation shall not be deemed to constitute competition.

                  (b) During and after the period during which you are employed,
you shall keep secret and retain in strictest confidence,  and shall not use for
his benefit or the benefit of others, except in connection with the Business and
affairs of the Company and its affiliates,  all confidential matters relating to
the  Company's  Business  and the business of any of its  affiliates  and to the
Company  and any of its  affiliates,  learned  by you  heretofore  or  hereafter
directly  or  indirectly  from  the  Company  or  any  of  its  affiliates  (the
"Confidential Company Information"),  including, without limitation, information

<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 10

with respect to (i) the strategic plans, budgets, forecasts, intended expansions
of product,  service,  or geographic  markets of the Company and its affiliates,
(ii) sales figures, contracts, agreements, and undertakings with or with respect
to  customers,  (iii)  profit  or loss  figures,  and (iv)  customers,  clients,
suppliers,  sources of supply and customer  lists,  and shall not disclose  such
Confidential  Company  Information  to anyone outside of the Company except with
the  Company's  express  written  consent  and except for  Confidential  Company
Information which is at the time of receipt or thereafter becomes publicly known
through no wrongful  act of you or is  received  from a third party not under an
obligation to keep such  information  confidential  and without  breach of these
Restrictive  Covenants or the Agreement.  Notwithstanding  the  foregoing,  this
section  (b) shall not apply to the  extent  that you are  acting to the  extent
necessary to comply with legal process;  provided that in the event that you are
subpoenaed  to testify or to produce any  information  or  documents  before any
court, administrative agency or other tribunal relating to any aspect pertaining
to the Company, you shall immediately notify the Company thereof.

                  (c) During the period commencing on the date hereof and ending
one year  following the date upon which you shall cease to be an employee of the
Company or its  affiliates,  you shall not,  without the Company's prior written
consent,  directly  or  indirectly,  (i)  solicit  or  encourage  to  leave  the
employment  or  other  service  of the  Company  or any of its  affiliates,  any
employee or independent  contractor thereof or hire (on your behalf or any other
person or  entity)  any  employee  or  independent  contractor  who has left the
employment or other service of the Company or any of its  affiliates  within one
year  of  the  termination  of  such  employee's  or  independent   contractor's
employment  or  other  service  with the  Company  and its  affiliates,  or (ii)
solicit,  contact,  market to,  work for,  or assist  others in  soliciting  any
customer or client of the Company  with whom the Company was in contact  with or
was  providing  goods  and  services  to at the  time  of  your  termination  of
employment with the Company.  During such period, you will not, whether for your
own account or for the account of any other person,  firm,  corporation or other
business organization,  intentionally interfere with the Company's or any of its
affiliates'  relationship  with,  or endeavor to entice away from the Company or
any of its  affiliates,  any person who during the Term is or was a customer  or
client of the Company or any of its affiliates.

                  (d) All memoranda,  notes,  lists,  records,  property and any
other tangible product and documents (and all copies thereof) made,  produced or
compiled by you or made  available to you concerning the Business of the Company
and its affiliates shall be the Company's property and shall be delivered to the
Company at any time on request.


<PAGE>

Mr. James S. Lusk
October 1, 2002
Page 11


         Rights and Remedies upon Breach of Restrictive Covenants.
         --------------------------------------------------------

                  (a) You acknowledge and agree that any breach by him of any of
the provisions of sections (a) through (d) above (the  "Restrictive  Covenants")
would result in irreparable  injury and damage for which money damages would not
provide an adequate remedy.  Therefore,  if you breach,  or threaten to commit a
breach of, any of the  Restrictive  Covenants,  the Company  and its  affiliates
shall have the following rights and remedies,  each of which rights and remedies
shall be  independent of the other and severally  enforceable,  and all of which
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies  available to the Company and its affiliates under law or in
equity (including, without limitation, the recovery of damages):

                  (b) The right and  remedy  to have the  Restrictive  Covenants
specifically  enforced  (without  posting  bond  and  without  the need to prove
damages) by any court having equity jurisdiction, including, without limitation,
the  right  to an  entry  against  you of  restraining  orders  and  injunctions
(preliminary, mandatory, temporary and permanent) against violations, threatened
or actual, and whether or not then continuing, of such covenants.

                  (c) The right and remedy to require you to account for and pay
over to the  Company  and its  affiliates  all  compensation,  profits,  monies,
accruals,  increments or other benefits  (collectively,  "Benefits")  derived or
received by you as the result of any  transactions  constituting a breach of the
Restrictive  Covenants,  and you shall account for and pay over such Benefits to
the Company and, if applicable, its affected affiliates.

                  (d) You agree that in any action seeking specific  performance
or other  equitable  relief,  you will not  assert  or  contend  that any of the
provisions  of  these  Restrictive   Covenants  are  unreasonable  or  otherwise
unenforceable.  The  existence  of any claim or cause of action by you,  whether
predicated on the Agreement or otherwise,  shall not constitute a defense to the
enforcement of the Restrictive Covenants.

`
Agreed to and accepted by:

/s/ James S. Lusk
-----------------------------
James S. Lusk