AMENDMENT NO. 3, dated as of November 25, 2002  ("Amendment  No. 3") to
the Receivables  Purchase and Transfer  Agreement,  dated as of November 1, 2000
(as amended,  restated,  supplemented,  or otherwise modified from time to time,
the "RPTA"),  among SCRIP SOLUTIONS,  INC. (as successor by merger to MIM Health
Plans, Inc.), a Delaware corporation (together with its corporate successors and
assigns, "Scrip Solutions",  and in its capacity as primary servicer thereunder,
the "Primary Servicer"),  each of the parties named on Schedule I thereto (each,
including Scrip Solutions, a "Provider" and collectively,  the "Providers"), and
MIM  FUNDING  LLC, a  Delaware  limited  liability  company  (together  with its
successors and assigns,  the "Purchaser") and HFG HEALTHCO-4 LLC (the "Lender"),
as assignee of the Purchaser. Unless otherwise defined herein, terms in the RPTA
are used herein as therein defined.

         WHEREAS, the Primary Servicer and the Providers have requested that the
Purchaser  agree to amend  certain  provisions  of the RPTA and that the  Lender
consent to such amendments.

         WHEREAS,  the Purchaser is willing to agree to the amendments requested
by the Primary  Servicer and the Providers  subject to the terms and  conditions
set forth herein.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which hereby are
acknowledged,  and subject to the fulfillment of the conditions set forth below,
the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO RPTA

SECTION 1.1 Exhibit I to the RPTA is hereby amended to add the following
definition thereto in the appropriate alphabetical order:

                    "Availability"  means,  at any  date of  determination,  the
               amount of the  difference  between  (i) the  Borrowing  Limit (as
               defined  in the Loan  Agreement)  and (ii)  the  Lender  Debt (as
               defined in the Loan Agreement).

SECTION  1.2  Paragraph  (z) of  Exhibit V to the RPTA is hereby  amended in its
entirety and the following shall be substituted therefor:

                    (z)  Current  Ratio.  The ratio of (i)  Current  Assets plus
                    Availability  to  (ii)  Current  Liabilities  is  less  than
                    1.20:1.00  as of  the  end  of  the  fiscal  quarter  ending
                    September   30,   2002  and  each  fiscal   quarter   ending
                    thereafter.




<PAGE>

SECTION  1.3  Paragraph  (aa) of Exhibit V to the RPTA is hereby  amended in its
entirety and the following shall be substituted therefor:

                    (aa) Consolidated  Working Capital. The Consolidated Working
                    Capital  is  less  than  zero  as of the  end of the  fiscal
                    quarter  ending  September 30, 2002 and each fiscal  quarter
                    ending thereafter.


SECTION 2. CONDITIONS PRECEDENT

         This  Amendment  No. 3 shall be deemed to be  effective as of September
30, 2002 subject to receipt by the Lender,  as assignee of the  Purchaser,  of a
copy  of this  Amendment  No.  3 duly  executed  by the  Primary  Servicer,  the
Providers and the Purchaser.

SECTION 3. MISCELLANEOUS

SECTION 3.1 After giving effect to the amendments set forth herein,  each of the
Providers  represents  and warrants  that no unwaived  event has occurred and is
continuing  which  constitutes an Event of  Termination,  a Group-Wide  Event of
Termination,  a Servicer  Termination  Event or a Group-Wide  Servicer  Event of
Termination or would  constitute such an Event of Termination,  Group-Wide Event
of  Termination,  Servicer  Termination  Event or Group-Wide  Servicer  Event of
Termination but for the requirement that notice be given or time elapse or both.

SECTION 3.2 The terms "Agreement",  "hereof", "herein" and similar terms as used
in the RPTA shall mean and refer to,  from and after the  effectiveness  of this
Amendment  No. 3, the RPTA as amended by this  Amendment No. 3, and as it may in
the future be amended,  restated,  modified or supplemented from time to time in
accordance  with its terms.  Except as specifically  agreed herein,  the RPTA is
hereby  ratified  and  confirmed  and shall  remain in full  force and effect in
accordance with its terms.

SECTION 3.3 THIS AMENDMENT NO. 3 SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK,  WITHOUT  REGARD TO ANY CONFLICT OF LAWS  PRINCIPLES  THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

SECTION 3.4 This Amendment No. 3 may be executed in counterparts,  each of which
when so executed  shall be deemed to be an original  and all of which when taken
together shall constitute one and the same agreement.


<PAGE>

SECTION  3.5  Delivery  of  an  executed  counterpart  of a  signature  page  by
telecopier shall be effective as delivery of a manually executed counterpart.


                  [Remainder of Page Intentionally Left Blank]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

PRIMARY SERVICER:                SCRIP SOLUTIONS, INC.


                                 By: /s/ Barry A. Posner
                                    --------------------------------
                                    Name:   Barry A. Posner
                                    Title:  Executive Vice President & Secretary


PROVIDERS:                       SCRIP SOLUTIONS, INC.


                                 By: /s/ Barry A. Posner
                                    --------------------------------
                                    Name:   Barry A. Posner
                                    Title:  Executive Vice President & Secretary


                                 AMERICAN DISEASE MANAGEMENT ASSOCIATES, LLC


                                 By: /s/ Barry A. Posner
                                    --------------------------------
                                    Name:   Barry A. Posner
                                    Title:  Vice President & Secretary


                                 SCRIP PHARMACY, INC.


                                 By: /s/ Barry A. Posner
                                    --------------------------------
                                    Name:   Barry A. Posner
                                    Title:  Vice President & Secretary


                                 VITALITY HOME INFUSION SERVICES, INC.


                                 By: /s/ Barry A. Posner
                                    --------------------------------
                                    Name:   Barry A. Posner
                                    Title:  Vice President & Secretary


<PAGE>









PURCHASER:                       MIM FUNDING LLC


                                 By: /s/ Barry A. Posner
                                    --------------------------------
                                    Name:  Barry A. Posner
                                    Title: Executive Vice President & Secretary


CONSENTED TO:

HFG HEALTHCO-4 LLC

By:  HFG Healthco-4, Inc., a member


By: /s/ Orlando Figueroa
   --------------------------------
   Name:   Orlando Figueroa
   Title:  Vice President