October 28, 2004
        


        Mr. Barry A. Posner
        

        Executive Vice President and
        

           General Counsel
        

        MIM Corporation
        

        100 Clearbrook Road
        

        Elmsford, NY 10523
        


        Re:     Employment Agreement
        


        Dear Barry:
        


        Reference  is made to the  Employment  Agreement,  dated as of March 1, 1999,  by and  between
        MIM  Corporation,  a Delaware  corporation,  and yourself (as amended to date, the "Employment
        Agreement").  This letter shall serve to further amend the Agreement, effective as of the date
        hereof, on the following terms and conditions:
        


                  
        1.
                  
        Capitalized terms used herein and not defined herein
        shall have the meanings given to those terms in the Agreement.
        


                  
        2.
                   
        Section 5.2(a) of the Employment Agreement is hereby amended to read in its entirety as follows:
        


                  
        "For purposes of this Agreement, "Good Reason" shall mean the existence of any one or more of the
        following conditions that shall continue for more than 45 days following written notice thereof by
        the executive to the Company: (i) the material reduction of the Executive's authority, duties and
        responsibilities, or the assignment to the Executive of duties materially inconsistent with the
        Executive's position or positions with the Company; (ii) the Company's material and continuing
        breach of this Agreement; (iii) the reduction of your then current annual salary rate, without
        your consent or (iv) the relocation of Executive's principal location of employment more than
        50 miles from Executive's current site without Executive's consent.
        


                  
        3.
                  
        This letter also confirms our agreement that if the Employment Agreement is not renewed by the
        Company (or any successor) upon expiration of the Term, such non-renewal shall be deemed a
        termination of your employment without cause.  In such event you shall be entitled to receive the
        termination benefits set forth in Section 5.2(b) of the Employment Agreement, except that the period
        during which you shall be entitled to receive continuation of your Annual Salary as set forth in
        Section 5.2(b)(ii) shall be for a period of one (1) year from the date of termination.
        


                  
        4.
                  
        Except as modified hereby, the Agreement shall remain unmodified and in full force and effect
        


                 
        5.
                 
        This letter amendment shall be construed in accordance with, and its interpretation shall
        otherwise be governed by, the laws of the State of New York, without giving effect to otherwise
        applicable principles of conflicts of law.















	
	
        Kindly signify your agreement to the foregoing by signing below and forward an executed copy to me
        for our files.
        


        Sincerely,
        


        


        MIM Corporation
        


        By: /s/ Richard H. Friedman
                  
                  
                  
                  
        

              
        Richard H. Friedman
        


        

        Agreed and Accepted as of
        

        the 28th day of October, 2004:
        


        


        /s/ Barry A. Posner
                  
                  
                  
                  
        

        Barry A. Posner