October 28, 2004
        


        Mr. James S. Lusk
        

        42 Colts Glen Lane
        

        Basking Ridge, NJ 07920
        


        Re:  Amendment to Employment Letter Agreement
        


        Dear Jim:
        


        Reference is made to that certain Employment Letter Agreement (the "Agreement") entered into as
        of October 1, 2002, by and between MIM Corporation, a Delaware corporation and yourself
        ("Employee").  This letter shall serve to further amend the Agreement, effective as of the date
        hereof, on the following terms and conditions:
        





	
             6.   
	
        Capitalized terms used herein and not defined herein shall have the meanings given to those terms
        in the Agreement.
        




	
             7.   
	
        Section 8 of the Employment  Agreement is hereby  deleted in its entirety and  substituted in lieu thereof
        shall be the following:
        


         "SECTION 8.  Termination; Severance; Change of Control.
        


         If you are terminated by the Company (or any  successor)  other than for "Cause" (as defined below) or you
         terminate  your  employment  with the  Company  for "Good  Reason"  (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;  (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.  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.
        


         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
         for "Good  Reason,"  (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















	

        Mr. James S. Lusk
        

        October 28, 2004
        

        Page 2







	
	
                  
	 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.  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.

        



                 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
         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).
        


         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 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














	

        Mr. James S. Lusk
        

        October 28, 2004
        

        Page 3







	
	
                  
	
        Amended and Restated Rights Agreement,  dated May 20,  1999,  between the Company and  American
        Stock  Transfer & Trust  Company,  as Rights Agent.
        


         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 30 days  following  written notice thereof by the
         Employee to the Company:  (i) the assignment to the Employee of duties  materially  inconsistent  with the
         Employee's  position or positions with the Company,  (ii) the reduction of your then current annual salary
         rate,  without your consent or (iii) the relocation of your principal  location of employment more than 50
         miles from your current location without your consent.
        




	
             8.   
	
        Except as modified hereby, the Agreement shall remain unmodified and in full force and effect.
        




	
             9.   
	
        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/ Barry A. Posner
                  
                  
                  
                  
                  
        

              
        Barry A. Posner, Executive Vice President
        


        


        Agreed and Accepted as of
        

        the 28th day of October, 2004:
        


        /s/ James S. Lusk
                  
                  
                  
                  
        

        James S. Lusk