[MIM LETTERHEAD]

                                                                December 4, 2002



To Our Stockholders:


         On November 26, 2002, MIM  Corporation's  Board of Directors adopted an
Amended and Restated Rights Agreement, originally dated as of November 24, 1998,
as amended on  December  14,  1998 and May 20,  1999,  between  the  Company and
American Stock Transfer and Trust Company, as Rights Agent.

         The  amendment  and  restatement  of  the  Rights  Agreement  is not in
response to any action by a third party. Rather, we amended the Rights Agreement
to bring it up to date with the current  needs of the Company and to ensure that
all our stockholders are treated fairly in the event of an unsolicited  takeover
of the Company or other tactics  intended to gain control of the Company without
maximizing  stockholder  value. The amendments to the Rights Agreement were made
after a routine review of the Rights Agreement which is performed by the Company
from time to time and include:

o    removal of the "Permitted Offer" feature;

o    removal of references to "Continuing Director" approvals;

o    removal of the "40% Person" test; and

o    extension  of the  expiration  date from  November 24, 2008 to November 24,
     2012.

         The  Rights   Agreement   is  designed  to  protect   your   interests,
particularly in the event of an unsolicited attempt to acquire the Company.  The
Rights  Agreement  enhances  your Board of Directors'  ability when  considering
strategic  options to ensure you realize the long-term value of your investment.
The Rights  Agreement may cause  substantial  dilution to a person or group that
acquires 15% or more of our common stock, subject to certain exceptions,  unless
the rights are first redeemed by the Company.

         There is no action for you to take or decision  for you to make at this
time.  Rights under the Rights  Agreement  apply to all shares of the  Company's
common stock, but these rights do not become exercisable or separately  tradable
unless and until the events occur that are  specified  in the Rights  Agreement.
Separate certificates for the Rights will be issued only if one or more of these
events occur.

         A summary of the terms of the Amended and Restated Rights  Agreement is
attached.  The summary is not  complete  and is qualified in its entirety by the
Amended and Restated Rights Agreement  relating thereto,  a copy of which can be
obtained free of charge from the Company,  100 Clearbrook  Road,  Elmsford,  New
York 10523,  Attention:  General  Counsel.  Copies of the  Amended and  Restated
Rights  Agreement  have  also  been  filed  with  the  Securities  and  Exchange
Commission as exhibits to a Registration Statement on Form 8-A/A (Post-Effective
Amendment No. 3) dated December 4, 2002 and are publicly available.

                         On behalf of the Board of Directors,

                         /s/ Richard H. Friedman
                         -------------------------
                         Richard H. Friedman
                         Chairman of the Board and Chief Executive Officer




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                                   SUMMARY OF
                      AMENDED AND RESTATED RIGHTS AGREEMENT

         On November  24,  1998,  the Board of  Directors  (the  "Board") of MIM
Corporation  (the  "Company")  originally  declared  a  dividend  of  one  right
("Right") for each  outstanding  share of the Company's  Common Stock, par value
$.0001 per share  ("Company  Common  Stock"),  to  stockholders of record at the
close of business on December 4, 1998 (the "Record  Date") and for each share of
Company Common Stock issued  (including  shares  distributed  from the Company's
treasury)  by the  Company  thereafter  and prior to the  Distribution  Date (as
defined  below).  The  description  and terms of the  Rights are set forth in an
Amended  and  Restated  Rights  Agreement,  dated as of  December  3,  2002 (the
"Amended and Restated Rights Agreement"), between the Company and American Stock
Transfer & Trust  Company,  as Rights  Agent.  The Amended and  Restated  Rights
Agreement  amends  and  restates  the  original  Rights  Agreement,  dated as of
November  24,  1998,  as  amended on  December  14,  1998 and May 20,  1999 (the
"Original Rights Agreement").

         Each Right entitles the registered holder,  subject to the terms of the
Amended and Restated Rights  Agreement (as defined below),  to purchase from the
Company  one   one-thousandth   of  a  share  (a  "Unit")  of  Series  A  Junior
Participating  Preferred Stock, par value $.0001 per share ("Preferred  Stock"),
of the Company,  at a purchase price of $20.00 per share, in cash (the "Purchase
Price"), subject to adjustment. In general, each Unit has substantially the same
economic  attributes  and carries  substantially  the same voting  rights as one
share of Company Common Stock.

         Copies of the Amended and  Restated  Rights  Agreement  have been filed
with the  Securities  and  Exchange  Commission  as exhibits  to a  Registration
Statement on Form 8-A/A (Post-Effective  Amendment No. 3) dated December 4, 2002
and are publicly available.  Copies of the Amended and Restated Rights Agreement
are also available free of charge from the Company.  This summary description of
the  Rights and the  Preferred  Stock does not  purport  to be  complete  and is
qualified in its entirety by reference to all the  provisions of the Amended and
Restated  Rights  Agreement and the  Certificate  of  Designations  creating the
Preferred  Stock,  including the  definitions  therein of certain  terms,  which
Amended and Restated  Rights  Agreement  and  Certificate  of  Designations  are
incorporated herein by reference.

         Description of the Rights

         Initially,  the Rights  will  attach to all  certificates  representing
shares of outstanding  Company Common Stock, and no separate Rights certificates
will be distributed;  the Rights will not be separately  traded. The Rights will
separate from the Company  Common Stock and the  "Distribution  Date" will occur
upon the earliest of (i) 10 business days (or,  subject to certain  limitations,
such later date as may be  determined by action of the Board prior to such time)
following a public  announcement (the date of such announcement being the "Stock
Acquisition  Date")  that (a) a person  or group  of  affiliated  or  associated
persons (an "Acquiring Person") has acquired,  obtained the right to acquire, or
otherwise obtained  beneficial  ownership of 15% or more of the then outstanding
shares of Company  Common  Stock or (b) the Board has,  in  accordance  with the
criteria  set forth in the Amended and  Restated  Rights  Agreement,  declared a
person  who  beneficially  owns at least 10% of the then  outstanding  shares of
Company  Common  Stock to be an "Adverse  Person,"  (ii) 10  business  days (or,
subject to certain  limitations,  such later date as may be determined by action
of the Board prior to such time) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of the then  outstanding  shares  of  Company  Common  Stock  and (iii) the
occurrence of a Flip-Over Event (as defined below). Until the Distribution Date,
(i) the Rights will be evidenced solely by Company Common Stock certificates and
will be transferred  with and only with such Company Common Stock  certificates,

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(ii) new  Company  Common  Stock  certificates  issued  after  the  Record  Date
(including  shares  distributed  from the  Company's  treasury)  will  contain a
notation  incorporating  the Amended and Restated Rights  Agreement by reference
and (iii) the  surrender for transfer of any Company  Common Stock  certificates
will also  constitute  the  transfer of the Rights  associated  with the Company
Common Stock evidenced by such certificates.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the close of  business  on  November  24,  2012  unless the Rights are
earlier redeemed or exchanged by the Company.

         As  soon  as  practicable   after  the  Distribution   Date,   separate
Certificates  evidencing the Rights  ("Rights  Certificates")  will be mailed to
holders of record of Company  Common  Stock as of the close of  business  on the
Distribution Date and,  thereafter,  the separate Rights Certificates alone will
represent the Rights.

         In the event (a "Flip-In Event") that (i) a person becomes an Acquiring
Person (other than pursuant to a Flip-Over Event (as defined  below)),  (ii) the
Board  declares  a person to be an  Adverse  Person,  (iii) the  Company  is the
surviving corporation in a merger with an Acquiring Person and shares of Company
Common Stock shall remain  outstanding,  (iv) an Acquiring Person engages in one
or more "self-dealing" transactions specified in the Amended and Restated Rights
Agreement, or (v) during such time as there is an Acquiring Person or an Adverse
Person,  an event occurs  which  results in such  Acquiring  Person's or Adverse
Person's ownership interest being increased by more than 1% (e.g., by means of a
reverse stock split or  recapitalization),  then, in each such case, each holder
of a Right will thereafter have the right to receive, upon exercise,  Units (or,
in certain  circumstances,  cash,  property or other  securities of the Company)
having a value equal to two times the exercise price of the Right.  The exercise
price is the Purchase  Price  multiplied  by the number of Units  issuable  upon
exercise of a Right prior to the Flip-In Event.  Notwithstanding  the foregoing,
following  the  occurrence  of any Flip-In  Event all Rights that are, or (under
certain  circumstances  specified in the Amended and Restated Rights  Agreement)
were,  beneficially  owned by any  Acquiring  Person or  Adverse  Person  (or by
certain related parties) will be null and void.

         For example,  at an exercise price of $100.00 per Right, each Right not
owned by an  Acquiring  Person  or an  Adverse  Person  (or by  certain  related
parties)  following a Flip-In Event would entitle its holder to purchase $200.00
worth of Units (or other  consideration,  as noted  above),  based upon its then
current  market  price  (determined  based upon the market  price of the Company
Common Stock), for $100.00. Assuming that the Company Common Stock had a current
market  price of $50.00 per share at such time,  the holder of each valid  Right
would be entitled to purchase 4 Units of Preferred Stock for $100.00.

         In the event (a  "Flip-Over  Event")  that,  at any time  following the
Stock  Acquisition  Date,  (i) the  Company  is  acquired  in a merger  or other
business   combination   transaction  and  the  Company  is  not  the  surviving
corporation,  (ii) any person consolidates or merges with the Company and all or
part of the Company Common Stock is converted or exchanged for securities,  cash
or property of any other Person, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred,  then, in each such case, each holder of a
Right (except Rights which previously have been voided as described above) shall
thereafter  have the  right  to  receive,  upon  exercise,  common  stock of the
Acquiring  Person  or  Adverse  Person  having a value  equal to two  times  the
exercise price of the Right.

         The Purchase  Price  payable,  and the number of Units  issuable,  upon
exercise  of the Rights are subject to  adjustment  from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,  combination
or reclassification of, the Company Common Stock, (ii) if holders of the Company
Common Stock are granted  certain  rights or warrants to  subscribe  for Company
Common Stock or convertible  securities at less than the current market price of

<PAGE>

the Company Common Stock,  or (iii) upon the  distribution to the holders of the
Company  Common Stock of evidences of  indebtedness,  cash or assets  (excluding
regular  quarterly cash dividends) or of subscription  rights or warrants (other
than those referred to above).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price.  The Company is not required to issue  fractional Units of Company Common
Stock.  In lieu  thereof,  an adjustment in cash may be made based on the market
price of the Company Common Stock prior to the date of exercise.

         At any time prior to the Distribution  Date, except as described below,
the  Company  may  redeem the  Rights in whole,  but not in part,  at a price of
$.0001 per Right (the  "Redemption  Price"),  subject to  adjustment  in certain
events, payable, at the election of the Board, in cash, shares of Company Common
Stock  or  such  other  form  of  consideration  as  the  Board  may  determine.
Immediately  upon  effectiveness  of  the  action  of  the  Board  ordering  the
redemption  of the Rights,  the Rights will  terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

         At any time prior to the  Distribution  Date,  the Company may exchange
the Rights (other than Rights owned by an Acquiring Person or an Adverse Person,
or an affiliate or an  associate  of an Acquiring  Person or an Adverse  Person,
which will have become void),  in whole or in part, for shares of Company Common
Stock at an exchange  ratio  determined  as provided in the Amended and Restated
Rights Agreement.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. Following exercise, the holder's rights will be
determined by the type of consideration received upon the exercise. Although the
distribution  of the Rights  should not be  taxable  to  stockholders  or to the
Company,  stockholders may, depending upon the circumstances,  recognize taxable
income in the  event  that the  Rights  become  exercisable  for Units (or other
consideration) or are exchanged as provided in the preceding paragraph.

         The  provisions  of the Amended and Restated  Rights  Agreement  may be
amended  without the approval of the holders of Company Common Stock at any time
prior to the Distribution  Date. After the Distribution  Date, the provisions of
the Amended and Restated  Rights  Agreement  may be amended in order to cure any
ambiguity,  defect or  inconsistency,  to make  changes  which do not  adversely
affect the  interests  of  holders of Rights  (excluding  the  interests  of any
Acquiring Person or Adverse  Person),  or to shorten or lengthen any time period
under the Amended and Restated  Rights  Agreement;  provided,  however,  that no
amendment to adjust the time period  governing  redemption may be made after the
Rights are no longer redeemable.