Execution Copy


                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                   CONTINENTAL MANAGED PHARMACY SERVICES, INC.
                                       AND

                      COMMUNITY PRESCRIPTION SERVICE, INC.
                                       AND

                                ITS STOCKHOLDERS

                                  April 4, 2001




<PAGE>


                            ASSET PURCHASE AGREEMENT

         Agreement entered into as of April 4, 2001, by and between  Continental
Managed  Pharmacy  Services,  Inc.,  an  Ohio  corporation  (the  "Buyer"),  and
Community Prescription Service, Inc., a Delaware corporation (the "Target"). The
Buyer and the Target are referred to collectively herein as the "Parties."

         This  Agreement  contemplates  a  transaction  in which the Buyer  will
purchase  all of the assets of the  division  of the Target  that  conducts  the
business of marketing, soliciting and promoting mail order pharmacy products and
services  primarily to individuals  afflicted with hepatitis C and HIV/AIDS (the
"Business").

         Now,  therefore,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows.

         1.    Definitions.

         "Acquired  Assets"  shall be all of the assets owned by Target and used
in operating  and  conducting  the  Business,  including  those assets listed on
Schedule 1 hereto. The Acquired Assets shall not include the Excluded Assets.

         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders,  decrees,  rulings,  damages, dues, penalties,  fines, costs, reasonable
amounts paid in settlement,  liabilities,  obligations,  taxes,  liens,  losses,
expenses,  and fees,  including  court costs and reasonable  attorneys' fees and
expenses.

         "Affiliate"  has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "Annual Gross Profit" has the meaning set forth in ss.2(d) below.

         "Broker's Fee" shall mean the broker's transaction fee in the amount of
$236,000 payable to Target's broker, Roundtable Services LLC.

         "Buyer" has the meaning set forth in the preface above.

         "Business" shall have the meaning set forth in the preamble above.

         "Closing" has the meaning set forth in ss.2(a) below.

         "Closing  Date"  shall  mean  the  date  the  parties   consummate  the
transaction contemplated in this Agreement.

         "COBRA"  means the  requirements  of Part 6 of Subtitle B of Title I of
ERISA and Code ss.4980B and of any similar state law.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Confidential   Information"  means  any  information   concerning  the
businesses  and affairs of the Target in  connection  with the  operation of the
Business that is not already generally available to the public.

         "Determination Period" has the meaning set forth in ss.2(d) below.

         "Determination  Period  Gross Profit  Computation"  has the meaning set
forth in ss.2(e) below.

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<PAGE>

         "Disclosure Schedule" has the meaning set forth in ss.3 below.

         "Division"  means the  Target's  division  engaged in the  business  of
marketing, soliciting and promoting mail order pharmacy products and services to
individuals afflicted with hepatitis C and HIV/AIDS.

         "Employee Benefit Plan" means any "employee benefit plan" (as such term
is defined in ERISA ss.3(3)) and any other benefit plan,  program or arrangement
of any kind.

         "Employee  Pension  Benefit  Plan" has the  meaning  set forth in ERISA
ss.3(2).

         "Employee  Welfare  Benefit  Plan" has the  meaning  set forth in ERISA
ss.3(1).

         "Environmental,   Health,  and  Safety  Requirements"  shall  mean  all
federal, state, local and foreign statutes, regulations,  ordinances and similar
provisions  having the force or effect of law, all  judicial and  administrative
orders  and  determinations,  and all common law  concerning  public  health and
safety,   worker  health  and  safety,   and  pollution  or  protection  of  the
environment,  including  without  limitation all those relating to the presence,
use,  production,  generation,  handling,  transportation,  treatment,  storage,
disposal,  distribution,  labeling,  testing,  processing,  discharge,  release,
threatened release,  control, or cleanup of any hazardous materials,  substances
or  wastes,   chemical   substances   or   mixtures,   pesticides,   pollutants,
contaminants,  toxic  chemicals,  petroleum  products or  byproducts,  asbestos,
polychlorinated biphenyls, noise or radiation.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

         "ERISA  Affiliate"  means  each  entity  which is  treated  as a single
employer with the Target for purposes of Code ss.414.

         "Excluded  Assets"  means (i) any  insurance  contract or trust used to
provide  benefits to  employees  of Target and (ii) those  assets of Target used
primarily in operating Target's educational or database divisions (excluding any
such assets listed on Schedule 1), including,  without limitation,  those assets
that are listed on Schedule 2 hereto.

         "Fiduciary" has the meaning set forth in ERISA ss.3(21).

         "GAAP" means United States generally accepted accounting  principles as
in effect from time to time.

         "Gross Profit" has the meaning set forth on Schedule 3 hereto.

         "Indemnified Party" has the meaning set forth in ss.8(d) below.

         "Indemnifying Party" has the meaning set forth in ss.8(d) below.

         "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, domain names, and corporate names,  together with all translations,
adaptations,  derivations,  and combinations  thereof and including all goodwill
associated  therewith,  and all  applications,  registrations,  and  renewals in
connection  therewith,  (c) all  copyrightable  works,  all copyrights,  and all
applications,  registrations, and renewals in connection therewith, (d) all mask
works and all applications, registrations, and renewals in connection therewith,
(e) all trade secrets and confidential  business  information  (including ideas,
research and development,  know-how,




                                      -2-
<PAGE>

formulas,  compositions,  manufacturing and production processes and techniques,
technical data, designs, drawings, specifications,  customer and supplier lists,
pricing and cost  information,  and business and marketing plans and proposals),
(f) all computer software  (including data and related  documentation),  (g) all
other proprietary  rights, and (h) all copies and tangible  embodiments  thereof
(in whatever form or medium).

         "Knowledge" means actual knowledge after reasonable investigation.

         "Most Recent Fiscal Year End" means December 31, 2000.

         "Multiemployer Plan" has the meaning set forth in ERISA ss.3(37).

         "1994  Agreement"  has the  meaning  set forth  inss.7(a)(vii)  of this
Agreement.

         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice.

         "Party" has the meaning set forth in the preface above.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Penalty Rate" shall mean,  for any day, the rate publicly  quoted from
time to time by The Wall  Street  Journal  as the  "Prime  Rate"  plus 100 basis
points per annum.

         "POZ Loan" means any  amounts  loaned by Target to POZ  Publishing  LLC
under that certain letter of credit in an amount not to exceed  $250,000,  dated
as of August 29, 2000, between Target and POZ Publishing LLC.

         "Preliminary  Purchase  Price"  has the  meaning  set forth in  ss.2(b)
below.

         "Person"  means  an  individual,  a  partnership,  a  corporation,   an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

         "Prohibited  Transaction" has the meaning set forth in ERISA ss.406 and
Code ss.4975.

         "Quarterly Earn-Out Payment" has the meaning set forth ss.2(d) below.

         "Reportable Event" has the meaning set forth in ERISA ss.4043.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security  Interest"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other security  interest,  other than (a) mechanic's,  materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

                                      -3-
<PAGE>

         "Subsidiary"  means any  corporation  with respect to which a specified
Person (or a Subsidiary  thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient  securities to elect a majority
of the directors.

         "Target" has the meaning set forth in the preface above.

         "Target Share" means any share of the Common Stock, par value $0.01 per
share, of the Target.

         "Target  Stockholder"  means any person  who or which  holds any Target
Shares on the date hereof.

         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  license, payroll,  employment,  excise severance,  stamp, occupation,
premium,  windfall,  profits,  environmental,  customs  duties,  capital  stock,
franchise,  profits,  withholding,  social security (or similar),  unemployment,
disability,   real  property,   personal   property,   sales,   use,   transfer,
registration,  value-added,  alternative or add-on  minimum,  estimated or other
tax, including any interest,  penalty, or addition thereto,  whether disputed or
not.

         "Tax Return" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto, and including any amendment thereof.

         "Third Party Claim" has the meaning set forth in ss.8(d) below.

         2.    Basic Transaction.


         (a)  Purchase  and  Sale  of  Assets.  (i)  Subject  to the  terms  and
conditions of this Agreement,  the Buyer agrees to purchase from the Target, and
the Target agrees to sell,  transfer,  convey,  and deliver to the Buyer, all of
the  Acquired  Assets at the closing of the  transactions  contemplated  in this
Agreement (the "Closing") for the consideration specified below in this ss.2.

          (ii)The  Closing.  Subject to ss. 9 of this Agreement,  the closing of
     the transactions  contemplated by this Agreement (the "Closing") shall take
     place at the offices of MIM Corporation in Elmsford, New York commencing at
     9:00 a.m. local time on the second business day following the  satisfaction
     or waiver of all conditions to the obligations of the Parties to consummate
     the transactions contemplated hereby (other than conditions with respect to
     actions the  respective  Parties  will take at the Closing  itself) or such
     other date on or prior to May 1, 2001 as the Parties may mutually determine
     (the "Closing Date").

          (iii) Deliveries at the Closing.  At the Closing,  (i) the Target will
     deliver to the Buyer the various certificates,  instruments,  and documents
     referred to in ss.7(a) below; (ii) the Buyer will deliver to the Target the
     various  certificates,  instruments,  and documents  referred to in ss.7(b)
     below;  and (iii) the Buyer will  deliver  to the  Target  the  Preliminary
     Purchase Price (defined below).

         (b) Preliminary  Purchase Price.  The Buyer agrees to pay to the Target
at the Closing One Million Five Hundred  Thousand Dollars  ($1,500,000.00)  (the
"Preliminary  Purchase  Price") by delivery of cash payable by wire  transfer or
delivery of other immediately available funds. The Preliminary Purchase Price is
subject to adjustment as set forth in ss. 2(d) below.


                                      -4-
<PAGE>

         (c)  Assumed  Liabilities.  The  Buyer  will  not  assume  or have  any
responsibility  with  respect to any  liability  or  obligation  of the  Target,
including,  but not  limited  to  liability  arising  under  (i)  any  agreement
including  those  listed in  ss.3(n)  of the  Disclosure  Schedule  and (ii) any
Employee Benefit Plan.

         (d) Adjustment to Preliminary  Purchase Price. The Preliminary Purchase
Price will be adjusted as follows:  For each of the quarterly periods commencing
with the  quarter  ending  March 31, 2001 (Gross  Profit  calculations  for each
quarter shall include  revenues from the full quarterly  period and shall not be
adjusted to take into account any advances by Buyer or its  Affiliates to Target
under the 1994 Agreement for any month, or portion thereof, prior to the Closing
Date) and ending with the quarter ending  December 31, 2004 (each such quarterly
period being hereafter referred to as a "Determination Period"),  Buyer, subject
to its right of offset  pursuant  to  ss.8(f),  shall,  within 7 days  after the
delivery by Buyer of each Determination Period Gross Profit Computation pursuant
to Section 2(e) below, pay to the Target an aggregate amount equal to 20% of the
Division's  Gross Profit earned during such  Determination  Period (a "Quarterly
Earn-out  Payment").  Notwithstanding  the  foregoing,  in the  event  that  the
aggregate  Gross  Profit for any fiscal year ending on or prior to December  31,
2004 ("Annual Gross Profit") exceeds $2,500,000,  the Target will be entitled to
receive,  subject to the Buyer's  right of offset  pursuant  to 8(f),  an amount
equal to 35% of the Annual Gross Profit of the Business in excess of  $2,500,000
(the "Bonus  Amount").  Any such Bonus  Amount shall be paid within 7 days after
the delivery by Buyer of the Determination  Period Gross Profit  Computation for
the last fiscal quarter of a year pursuant to ss.2(e)  below.  In the event that
Buyer fails to pay to Target when due (as determined by this ss.2(d) or ss.2(e),
as appropriate) a Quarterly  Earn-out  Payment or Bonus Amount,  as the case may
be, earned by Target,  such overdue amount (including any amounts owed to Target
as determined by the  Accounting  Firm in ss.2(e))  shall bear interest from the
date such payment was  originally due until paid in full at the Penalty Rate (as
measured from the date such amounts were originally due).

         (e)  Preparation  of  Determination  Period Gross  Profit  Computation.
Within  45 days  after the end of each  Determination  Period,  the  Buyer  will
prepare  and  deliver to the Target  detailed  calculation  of the Gross  Profit
Computation  sheet (the  "Determination  Period Gross Profit  Computation ") for
such Determination Period (determined utilizing the accounting policies of Buyer
prior to the  consummation  of the  transaction  contemplated by this Agreement)
including a statement  of each of the  components  of the  calculation  of Gross
Profit  for  such  determination.  The  components  of  Gross  Profit  shall  be
calculated in accordance with generally accepted  accounting  principles applied
on a basis consistent with the Buyer's consolidated financial statements. In the
event Target disagrees with Buyer's  calculation of Annual Gross Profit,  Target
shall notify Buyer, and Target and Buyer shall seek in good faith to resolve any
differences.  The Target and its  accountants  will be  permitted  to review the
working  papers of the  Buyer  and its  accountants  and any  financial  records
relating to the  calculation of Annual Gross Profit.  Buyer and its  accountants
will also be available at reasonable times to discuss questions raised by Target
and its accountants.  In the event the Parties cannot resolve their  differences
within 30 days of Target's  notification  to Buyer,  the Parties shall  promptly
submit to a Big Five accounting firm (the "Accounting  Firm") (other than Arthur
Andersen or any other firm that has audited  the books of MIM  Corporation,  the
shareholder  of Buyer,  within the last five years)  mutually  acceptable to the
Parties  for  review  and  resolution  of  the  disputed   Annual  Gross  Profit
Computation.  The Accounting  Firm shall render a decision  resolving the matter
submitted to it within 30 days of  submission.  The  decision of the  Accounting
Firm shall be final and binding on the Parties absent manifest  error.  The cost
of the audit shall be borne by Target, provided,  however, that (i) in the event
that Annual Gross Profit as determined by the Accounting Firm exceeds the Annual
Gross  Profit as  determined  by Buyer by greater than 5%, but by less than 15%,
then the cost of any submission to an Accounting Firm shall be borne 50% by each
of the Parties or (ii) in the event that the Annual Gross  Profit as  determined
by the Accounting Firm exceeds the Annual Gross Profit as determined by Buyer by
15% or greater,  then the cost of any submission to an Accounting  Firm shall be
borne  entirely by Buyer.  Target  shall be entitled to exercise  the  foregoing
audit  rights  no more  than once per year to review  the  Annual  Gross  Profit
calculation of Buyer for up to the two most recently  completed  fiscal years of
Buyer beginning on or after January 1, 2001; provided,  however, that the Annual
Gross Profit for any fiscal year may not reviewed more than once. Any dispute as
to the interpretation or effectuation of the provisions

                                      -5-
<PAGE>

of this ss.2(e) shall be resolved  promptly in accordance  with the  arbitration
provisions  set forth in ss.10(q)  hereof;  provided  however,  that in no event
shall the decision of the Accounting  Firm be subject to review or appeal absent
manifest error.

         3.  Representations and Warranties of the Target. The Target represents
and warrants to the Buyer that the statements contained in this ss.3 are correct
and  complete  as of the  date of this  Agreement  except  as set  forth  in the
disclosure  schedule  accompanying  this  Agreement and initialed by the Parties
(the  "Disclosure  Schedule").  The  Disclosure  Schedule  will be  arranged  in
paragraphs  corresponding to the lettered and numbered  paragraphs  contained in
this ss.3.

         (a)  Organization  and  Standing  of  the  Target.   The  Target  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the  jurisdiction  of its  incorporation.  The Target is qualified to do
business as a foreign  corporation in each  jurisdiction in which the failure to
be so  qualified  would  have a  material  adverse  effect  on its  business  or
properties.

         (b)  Authorization  of  Transaction.  The  Target  has full  power  and
authority  (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations  hereunder.  Without  limiting the
generality of the foregoing, the board of directors of the Target and the Target
Stockholders  have duly authorized the execution,  delivery,  and performance of
this Agreement by the Target.  This Agreement  constitutes the valid and legally
binding  obligation of the Target,  enforceable in accordance with its terms and
conditions.

         (c)  Noncontravention.  Neither the  execution and the delivery of this
Agreement,  nor  the  consummation  of  the  transactions   contemplated  hereby
(including  the  assignments  referred to in ss.2  above),  will (i) violate any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which the Target or any of its assets are subject or any  provision  of
the charter or bylaws of the Target or (ii)  conflict  with,  result in a breach
of,  constitute a default under,  result in the  acceleration  of, create in any
party the right to  accelerate,  terminate,  modify,  or cancel,  or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement  to which the  Target is a party or by which it is bound or to which
any of its  assets are  subject  (or result in the  imposition  of any  Security
Interest  upon any of its  assets).  The Target does not need to give any notice
to, make any filing with, or obtain any authorization,  consent,  or approval of
any government or governmental agency in order for the Parties to consummate the
transactions  contemplated by this Agreement (including the assignments referred
to in ss.2 above).

         (d)  Brokers'  Fees.  Other than the Broker's  Fee,  neither the Target
Stockholders  nor the Target has any  liability or obligation to pay any fees or
commissions  to any broker,  finder,  or agent with respect to the  transactions
contemplated  by this  Agreement  for  which the Buyer  could  become  liable or
obligated.

         (e) Title to Assets. Except with respect to Intellectual Property which
is addressed in ss.3(k) below,  the Target has good and marketable  title to all
of the Acquired Assets,  free and clear of any Security  Interest or restriction
on  transfer.  The  Target  does not have any  subsidiaries  that own any of the
Acquired Assets used in the Business.

         (f) Events  Subsequent to Most Recent  Fiscal Year End.  Since the Most
Recent Fiscal Year End,  there has not been any material  adverse  change in the
business,  financial  condition,  operations,  results of operations,  or future
prospects  of the Target with  respect to the  Business.  Without  limiting  the
generality of the foregoing, since that date:

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<PAGE>

          (i) the Target, in connection with the operation of the Business,  has
     not sold, leased, transferred, or assigned any material assets, tangible or
     intangible, outside the Ordinary Course of Business;

          (ii) the Target, in connection with the operation of the Business, has
     not  entered  into any  material  agreement,  contract,  lease,  or license
     outside the Ordinary Course of Business;

          (iii) Target has not received any notice that any party (including the
     Target in connection  with the operation of the Business) has  accelerated,
     terminated,  made  material  modifications  to, or  cancelled  any material
     agreement,  contract,  lease,  or license to which the Target in connection
     with the operation of the Business is a party or by which any of its assets
     is bound;

          (iv) the Target in  connection  with the operation of the Business has
     not made any  capital  expenditures  in  excess of a  $10,000  outside  the
     Ordinary Course of Business;

          (v) the Target in  connection  with the  operation of the Business has
     not made any  capital  investment  in, or any  material  loan to, any other
     Person,  other than the POZ Loan, in excess of $10,000 outside the Ordinary
     Course of Business;

          (vi) the Target in  connection  with the operation of the Business has
     not granted any license or sublicense of any material  rights under or with
     respect to any Intellectual Property;

          (vii)  other  than  those  losses in  August  1999,  in the  amount of
     approximately  $50,000 due to water damage,  the Target in connection  with
     the  operation  of the Business has not  experienced  any material  damage,
     destruction,  or loss  (whether or not covered by  insurance)  in excess of
     $5,000 to its property;

          (viii) the Target has not made any loan to, or entered  into any other
     transaction  with,  any of the  directors,  officers,  and employees of the
     Target or Affiliates,  other than the POZ Loan, outside the Ordinary Course
     of Business;

          (ix) the Target has not granted any increase in the base  compensation
     of any of the  directors,  officers,  and  employees of the Target  working
     primarily in the Business outside the Ordinary Course of Business; and

          (x) the Target in  connection  with the  operation of the Business has
     not committed to any of the foregoing.

         (g)  Undisclosed  Liabilities.  The Target  does not have any  material
liability  (whether known or unknown,  whether  asserted or unasserted,  whether
absolute or  contingent,  whether  accrued or unaccrued,  whether  liquidated or
unliquidated,  and whether due or to become due,  including  any  liability  for
taxes) (i) with respect to the  agreements  listed on ss.3(n) of the  Disclosure
Schedule,  other than the  obligations of Target in accordance with the terms of
such  agreements) or (ii) that would adversely  affect the value of the Acquired
Assets or Shared  Assets or the right to use the Shared Assets free and clear of
any Security Interest or restriction on transfer.

         (h) Legal  Compliance.  The Target in connection  with the operation of
the  Business  has  complied  with  all  applicable   laws   (including   rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder) of federal,  state, local, and foreign governments (and all
agencies thereof),  and no action,  suit,  proceeding,  hearing,  investigation,
charge, complaint,  claim, demand, or notice has been filed



                                      -7-
<PAGE>

or commenced against a in connection with its operation of the Business alleging
any failure so to comply,  except  where the failure to comply  would not have a
material  adverse  effect  on the  business,  financial  condition,  operations,
results of operations,  or future  prospects of the Buyer in connection with the
operation of the Business.

        (i) Tax  Matters.  The  Target  has  filed all Tax  Returns  that it was
required to file. All such Tax Returns were correct and complete in all material
respects.  All Taxes owed by the Target in connection  with the operation of the
Business  (whether or not shown on any Tax Return) have been paid.  There are no
liens on any of the  assets of the  Target  that  arose in  connection  with any
failure (or any alleged failure) to pay any Tax.

         (j)   Real Property.

          (i) The Target in  connection  with the operation of the Business does
     not own any real property.

          (ii)  ss.3(j)(ii)  of the  Disclosure  Schedule  lists  and  describes
     briefly all real  property  leased or subleased to the Target in connection
     with the operation of the  Business.  The Target has delivered to the Buyer
     correct  and  complete  copies  of  the  leases  and  subleases  listed  in
     ss.3(j)(ii) of the Disclosure  Schedule (as amended to date).  With respect
     to each material lease and sublease listed in ss.3(j)(ii) of the Disclosure
     Schedule:

               (A) the  lease  or  sublease  is a  legal,  valid,  binding,  and
          enforceable  obligation of Target, and in full force and effect in all
          material respects;

               (B) Target is not in material  breach or default  under the lease
          or sublease,  and no event has occurred which, with notice or lapse of
          time,  would  constitute  a  material  breach or  default by Target or
          permit termination,  modification,  or acceleration  thereunder by any
          other party thereto;

               (C)  Target has not,  nor has it,  received  any notice  that any
          party to the lease or sublease has repudiated  any material  provision
          thereof;

               (D)  there  are  no  material  disputes,   oral  agreements,   or
          forbearance programs in effect as to the lease or sublease;

               (E) the Target in  connection  with the operation of the Business
          has not assigned,  transferred,  conveyed, mortgaged, deeded in trust,
          or encumbered any interest in the leasehold or subleasehold; and

               (F) all facilities leased or subleased  thereunder by Target have
          received all approvals of governmental authorities (including material
          licenses  and  permits)  required  in  connection  with the  operation
          thereof,  and have been operated and  maintained  in  accordance  with
          applicable laws, rules, and regulations in all material respects.

               (k)    Intellectual Property.

          (i)  Except as set  forth on Part I of  ss.3(k)(i)  of the  Disclosure
     Schedule,  the Target  owns or has the right to use  pursuant  to  license,
     sublicense,  agreement,  or permission all Intellectual  Property necessary
     for the operation of the Business as presently conducted and each such item
     of  Intellectual  Property is  identified  on Part II of  ss.3(k)(i) of the
     Disclosure  Schedule.  Each item of Intellectual

                                      -8-
<PAGE>

     Property  owned or used by the Target in  connection  with the operation of
     the Business  immediately  prior to the Closing  hereunder will be owned or
     available  for  use  by  the  Buyer  on  identical   terms  and  conditions
     immediately  subsequent  to the  Closing  hereunder.  Target  has taken all
     reasonable steps to maintain and protect each material item of Intellectual
     Property  that it owns or uses in  connection  with  the  operation  of the
     Business.

          (ii) The Target  has not,  and to the  Knowledge  of any of the Target
     Stockholders or any director of the Target,  the Target has not received in
     connection  with the  operation of the Business (i) any notice of any claim
     of  infringement  or conflict with any  Intellectual  Property right of any
     third  party  or  (ii)  any  notice  or  claim  (whether  written,  oral or
     otherwise)  challenging  Target's  ownership or rights in the  Intellectual
     Property  or  claiming  that any other  person  or entity  has any legal or
     beneficial ownership with respect  thereto(including  any claim that Target
     must license or refrain from using any Intellectual  Property rights of any
     third party).  To the Knowledge of any of the Target  Stockholders  and the
     directors  of the  Target,  none  of the  Target  Stockholders,  directors,
     officers, employees or any third party has interfered with, infringed upon,
     misappropriated,  or violated any material  Intellectual Property rights of
     the Target in connection with Target's operation of the Business.

          With  respect to each item of  Intellectual  Property  required  to be
     identified in ss.3(k)(i) of the Disclosure Schedule:


               (A) Except as otherwise  disclosed on such  Disclosure  Schedule,
          Target  possesses all right,  title,  and interest in and to the item,
          free  and  clear  of  any  Security   Interest,   license,   or  other
          restriction;

               (B)  the  item  is not  subject  to any  outstanding  injunction,
          judgment, order, decree, ruling, or charge;

               (C) no action, suit, proceeding, hearing, investigation,  charge,
          complaint,  claim, or demand is pending or, to the Knowledge of any of
          the Target  Stockholders  and the directors and officers of the Target
          and its  Subsidiaries,  is threatened  which  challenges the legality,
          validity, enforceability, use, or ownership of the item; and

               (D) Target  has not ever  agreed to  indemnify  any Person for or
          against any  interference,  infringement,  misappropriation,  or other
          conflict with respect to the item.

          (iii) ss.3(k)(iii) of the Disclosure Schedule identifies each material
     item of  Intellectual  Property  that any third  party owns and that Target
     uses  pursuant  to  license,   sublicense,   agreement,  or  permission  in
     connection with the Business. The Target has delivered to the Buyer correct
     and complete  copies of all such  licenses,  sublicenses,  agreements,  and
     permissions (as amended to date). With respect to each item of Intellectual
     Property  required  to be  identified  in  ss.3(k)(iii)  of the  Disclosure
     Schedule:

               (A) the license,  sublicense,  agreement,  or permission covering
          the item is legal, valid,  binding and enforceable against Target, and
          in full force and effect in all material respects;

               (B)  the  license,  sublicense,  agreement,  or  permission  will
          continue to be legal,  valid,  binding and enforceable against Target,
          and in  full  force  and  effect  on  identical  terms  following  the
          consummation of the transactions  contemplated  hereby  (including the
          assignments and assumptions referred to in ss.8 below);

                                      -9-
<PAGE>

               (C) Target  has not  received  any  notice  that any party to the
          license, sublicense, agreement, or permission is in material breach or
          default,  or that any event has occurred which with notice or lapse of
          time  would   constitute  a  material  breach  or  default  or  permit
          termination, modification, or acceleration thereunder;

               (D) Target  has not  received  any  notice  that any party to the
          license,  sublicense,  agreement,  or permission  has  repudiated  any
          material provision thereof;

               (E) the Target in  connection  with the operation of the Business
          has not granted any  sublicense  or similar  right with respect to the
          license, sublicense, agreement, or permission; and.

               (F) to the  Knowledge of any of the Target  Stockholders  and the
          directors  and  officers  (and  employees  with   responsibility   for
          Intellectual  Property  matters)  of  the  Target,  no  action,  suit,
          proceeding,  hearing,  investigation,  charge,  complaint,  claim,  or
          demand  is  pending  or  threatened  which  challenges  the  legality,
          validity,  or  enforceability  of the underlying  item of Intellectual
          Property used in the Business.

          (iv) None of the Target  Stockholders  or any  director or officer (or
     employee with  responsibility  for  Intellectual  Property  matters) of the
     Target  has  received  any  notice  that  any new  product,  invention,  or
     procedure  has  been  developed  which  reasonably  could  be  expected  to
     supersede or make obsolete any product or process used in the Business.

         (l)  Tangible  Assets.  The  tangible  Acquired  Assets  are free  from
material  defects  (patent and latent),  have been maintained in accordance with
normal  industry  practice,  and  are in good  operating  condition  and  repair
(subject to normal wear and tear).

         (m)  Scope  of  Business.  As of  the  Closing  Date,  other  than  its
Educational  Division,  the Target's primary business is conducting the business
of marketing, soliciting and promoting mail order pharmacy products and services
to  individuals  afflicted  with  hepatitis C and  HIV/AIDS  and Target does not
direct such marketing, solicitation or promoting activities to any other disease
state.  Neither  Target nor any of the Target  Stockholders  conducts any retail
pharmacy operations.

         (n)  Contracts.ss.3(n)  of the Disclosure  Schedule lists the following
contracts  and other  agreements  to which the Target,  in  connection  with the
operation of the Business, is a party:

          (i) any  agreement (or group of related  agreements)  for the lease of
     personal  property to or from any Person  providing  for lease  payments in
     excess of $10,000 per annum;

          (ii) any agreement (or group of related  agreements)  for the purchase
     or  sale  of raw  materials,  commodities,  supplies,  products,  or  other
     personal  property,  or for the  furnishing  or  receipt of  services,  the
     performance  of which will extend  over a period of more than one year,  or
     require expenditures consideration in excess of $10, 000;

          (iii) any agreement  concerning a profit sharing,  partnership,  joint
     venture or other similar arrangement;

          (iv) any agreement (or group of related agreements) under which it has
     created,  incurred,  assumed,  or guaranteed any  indebtedness for borrowed
     money, or any capitalized lease  obligation,  in excess of $10,000 or under
     which it has imposed a Security Interest on any of its assets,  tangible or
     intangible;

                                      -10-
<PAGE>

          (v)    any    material    agreement    concerning     confidentiality,
     non-solicitation of employees or customers or noncompetition;

          (vi) any material agreement  involving any of the Target  Stockholders
     and their Affiliates;

          (vii)  any  agreement  for  the  employment  of  any  individual  on a
     full-time, part-time, consulting, or other basis;

          (viii) any agreement  under which it has advanced or loaned any amount
     to any of the directors,  officers, and employees of the Target outside the
     Ordinary Course of Business;

          (ix) any  agreement  under  which the  consequences  of a  default  or
     termination  could reasonably be expected to have a material adverse effect
     on the business, financial condition, operations, results of operations, or
     future prospects of the Business as a whole; or

          (x)  any  other  agreement  (or  group  of  related   agreements)  the
     performance of which involves consideration in excess of $10,000.

The  Target  has  delivered  to the Buyer a correct  and  complete  copy of each
written  agreement  listed in ss.3(n) of the Disclosure  Schedule (as amended to
date). With respect to each such agreement:  (A) the agreement is legal,  valid,
binding and  enforceable  obligation of Target,  and in full force and effect in
all material respects,  and after giving effect to the transfer,  assignment and
conveyances  of the Acquired  Asset  contemplated  hereby at the  Closing,  will
continue to be in full force and effect in all material respects;  (B) Target is
not in material  breach or default,  and no event has occurred which with notice
or lapse of time would  constitute  a material  breach or default by Target,  or
permit  termination,  modification,  or acceleration by any other party thereto,
under the  agreement;  and (C) Target has not received any notice that any party
has repudiated any material provision of the agreement.

         (o)  Litigation.  ss.3(o) of the  Disclosure  Schedule  sets forth each
instance in which the Target in  connection  with the  operation of the Business
(i) is subject to any outstanding injunction,  judgment,  order, decree, ruling,
or  charge  or  (ii)  is a  party  or,  to the  Knowledge  of any of the  Target
Stockholders and the directors and officers of the Target and its  Subsidiaries,
is threatened to be made a party to any action,  suit,  proceeding,  hearing, or
investigation  of, in, or before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator.  Since  June 29,  2000,  other than as  disclosed  on ss.3(o) of the
Disclosure  Schedule,  Target  has not  received  any  notice of any new  claim,
action, suit,  proceeding,  hearing, or investigation,  and Target Stockholders,
have no  Knowledge  of any  threatened  new  claim,  action,  suit,  proceeding,
hearing, or investigation, in each case arising from or related to the marketing
or operation of the financial  hardship waiver program described in that certain
letter dated June 29,2000 from MIM Corporation to Target.

         (p)  Employees.  Except  as set  forth  on  ss.3(p)  of the  Disclosure
Schedule.  none of the Target Stockholders and the directors and officers of the
Target and its Subsidiaries has any Knowledge of (i) any  organizational  effort
presently  being  made or  threatened  by or on behalf of any labor  union  with
respect to  employees  of the Target in  connection  with the  operation  of the
Business or (ii) an  agreement  with any employee of Target that has a severance
payment  provision that would be triggered by the  transactions  contemplated by
this Agreement.

         (q)   Employee Benefits.

          (i) ss.3(q) of the  Disclosure  Schedule  lists each Employee  Benefit
     Plan that the Target  maintains or to which the Target  contributes  or has
     any  obligation  to  contribute  in  connection

                                      -11-
<PAGE>

     with the Business.  The requirements of COBRA have been met in all material
     respects with respect to each such Employee Benefit Plan that is maintained
     or sponsored by Target or any ERISA Affiliate which is an Employee  Welfare
     Benefit Plan subject to COBRA.

          (ii) With respect to each Employee Benefit Plan that the Target or any
     ERISA  Affiliate  maintains,  to which any of them  contributes,  or has an
     obligation to contribute  to, or within the last 6 years has  maintained or
     has had an obligation to contribute to, in connection  with any employee of
     the  Business  the  Target  has no  material  liability  (whether  known or
     unknown,  whether  asserted or unasserted,  whether absolute or contingent,
     whether  accrued or  unaccrued,  whether  liquidated or  unliquidated,  and
     whether due or to become due) to the PBGC (other than with  respect to PBGC
     premium  payments  not yet  due)  or  otherwise  under  Title  IV of  ERISA
     (including any  withdrawal  liability as defined in ERISA ss.4201) or under
     the  Code  with  respect  to any such  Employee  Benefit  Plan  which is an
     Employee  Pension  Benefit  Plan,  or under COBRA with  respect to any such
     Employee Benefit Plan which is an Employee Welfare Benefit Plan.

          (iii) Neither the Target nor any ERISA  Affiliate  contributes to, has
     any  obligation to contribute  to, or has any material  liability  (whether
     known or unknown,  whether  asserted  or  unasserted,  whether  absolute or
     contingent,   whether   accrued  or   unaccrued,   whether   liquidated  or
     unliquidated,  and  whether  due or to become  due),  including  withdrawal
     liability  (as  defined  in ERISA  ss.4201),  under or with  respect to any
     Multiemployer Plan.

          (iv) The Target does not maintain, contribute to or have an obligation
     to contribute to, or has any material liability or potential liability with
     respect to, any Employee Welfare Benefit Plan providing medical, health, or
     life  insurance or other  welfare-type  benefits for retirees or terminated
     employees  working  primarily  in the  Business,  their  spouses,  or their
     dependents (other than in accordance with COBRA).

         (r) Environmental,  Health, and Safety Matters The Target in connection
with the  operation of the Business has complied and is in  compliance,  in each
case in all material  respects,  with all material  Environmental,  Health,  and
Safety Requirements.

         (s) Certain Business  Relationships  with the Division and the Division
Subsidiaries.  None of the Target  Stockholders  and their  Affiliates  owns any
material asset, tangible or intangible, which is used primarily in the Business.

         (t)  Customers  of  Target.  Based  on a review  of the top 70  clients
(ranked by dollar value of prescriptions ordered during 2000) on the client list
attached to a letter from MIM Corporation to Steven  Giacona,  dated as of March
20,  2001,  as of February  28,  2001,  no more than 3 of the top 70 clients are
employees of POZ Publishing LLC or Target.

         (u) Disclosure.  The representations  and warranties  contained in this
ss.3 do not knowingly contain any untrue statement of a material fact and Target
has not knowingly  omitted to state any material fact necessary in order to make
the  statements and  information  contained in this ss.3 not  misleading,  which
untrue  statement or omitted fact, as the case may be,  materially and adversely
affects Buyer's operation of the Business after the date hereof.

         4.  Representations  and Warranties of the Buyer.  The Buyer represents
and  warrants  to the  Target  that the  statements  contained  in this ss.4 are
correct and complete as of the date of this Agreement except as set forth in the
Disclosure  Schedule.  The  Disclosure  Schedule  will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs contained in this ss.4.



                                      -12-
<PAGE>

         (a)  Organization  of  the  Buyer.  The  Buyer  is a  corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation.  The Buyer is qualified to do business as a
foreign corporation in each jurisdiction in which the failure to be so qualified
would have a material adverse effect on its business or properties.

         (b)  Authorization  of  Transaction.  The  Buyer  has  full  power  and
authority  (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations  hereunder.  Without  limiting the
generality  of the  foregoing,  the  board of  directors  of the  Buyer has duly
authorized  the  execution,  delivery and  performance  of this Agreement by the
Buyer.  This Agreement  constitutes the valid and legally binding  obligation of
the Buyer, enforceable in accordance with its terms and conditions.

         (c)  Noncontravention.  Neither the  execution and the delivery of this
Agreement,  nor  the  consummation  of  the  transactions   contemplated  hereby
(including  the  assignments  referred to in ss.2  above),  will (i) violate any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which the Buyer or any of its assets are  subject or any  provision  of
its charter or bylaws or (ii) conflict with, result in a breach of, constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
the  Buyer is a party or by which it is bound or to which  any of its  assets is
subject,  (or result in the imposition of any Security  Interest upon any of its
assets) except where the violation,  conflict,  breach,  default,  acceleration,
termination,  modification,  cancellation,  failure to give notice,  or Security
Interest would not have a material adverse effect on the ability of the Buyer to
operate the Business after the Closing Date. The Buyer does not need to give any
notice  to,  make any filing  with,  or obtain any  authorization,  consent,  or
approval of any  government or  governmental  agency in order for the Parties to
consummate  the  transactions  contemplated  by this  Agreement  (including  the
assignments referred to in ss.2 above), except where the failure to give notice,
to file, or to obtain any authorization,  consent,  or approval would not have a
material  adverse  effect on the  ability of the Buyer to operate  the  Business
after the Closing Date.

         (d) Brokers'  Fees. The Buyer has no liability or obligation to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
transactions  contemplated  by this  Agreement for which the Target could become
liable or obligated, including the Broker's Fee.

         (e) No New Hardship Program Claims.  Since June 29, 2000, Buyer has not
received any notice of any new claim,  action,  suit,  proceeding,  hearing,  or
investigation,  and Buyer has no Knowledge of any new threatened claim,  action,
suit,  proceeding,  hearing,  or  investigation,  arising from or related to the
marketing or operation of the financial  hardship  waiver  program  described in
that certain letter, dated June 29, 2000, from MIM Corporation to Target.

         5. Pre-Closing Covenants.  The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.

         (a) General.  Each of the Parties will use its reasonable  best efforts
to take all action and to do all things necessary, proper, or advisable in order
to consummate and make effective the transactions contemplated by this Agreement
(including satisfaction,  but not waiver, of the closing conditions set forth in
ss.7 below).

         (b)   [RESERVED]

         (c) Operation of Business.  The Target will not engage in any practice,
take any action,  or enter into any transaction of the sort described in ss.3(f)
above.

                                      -13-
<PAGE>

         (d)  Preservation of Business.  The Target will use its reasonable best
efforts to keep its business and properties  substantially intact, including its
present operations,  physical facilities,  working conditions, and relationships
with lessors, licensors, suppliers, customers, and employees.

         (e) Full Access and Cooperation. The Target will permit representatives
of the Buyer to have full access at all  reasonable  times and in a manner so as
not to interfere  with the normal  business  operations of the Business  (except
with respect to allowing  representatives of Buyer to participate on phone calls
with clients) to all premises, properties, personnel, books, records, contracts,
and documents of or pertaining to the Business.  Each of the Target,  Sean Strub
and  Steven  Giacona  will  also  otherwise  assist  Buyer  in any  commercially
reasonable  manner in order to assist  Buyer to develop  and  provide  their own
stand alone  services  to replace the  services  currently  performed  by Target
employees,  including, allowing representatives of Buyer to participate on phone
calls with clients of the  Business.  Buyer shall,  in  accordance  with the MIM
Corporation's   reimbursement   procedures  applicable  to  consultants  of  MIM
Corporation,  reimburse any reasonable out of pocket expenses  incurred by Strub
and Giacona as a result of their assistance pursuant to this ss.5(e).

         (f) Notice of Developments.  Each Party will give prompt written notice
to the other Party of any material adverse  development  causing a breach of any
of its own  representations  and  warranties  in ss.3  and  ss.4  above,  in any
material respect. No disclosure by any Party pursuant to this ss.5(f),  however,
shall be deemed to amend or supplement the Disclosure  Schedule or to prevent or
cure any misrepresentation, breach of warranty, or breach of covenant.

         (g)  Exclusivity.  The  Target  will  not  (i)  solicit,  initiate,  or
encourage the  submission  of any proposal or offer from any Person  relating to
the  acquisition  of any  capital  stock  or  other  voting  securities,  or any
substantial  portion of the assets,  of the Business  (including any acquisition
structured  as  a  merger,   consolidation,   or  share   exchange)   (each,  an
"Acquisition") or (ii) participate in any discussions or negotiations regarding,
furnishing  any  information  with  respect  to,  assist or  participate  in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing

         6. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.

         (a) General.  In case at any time after the Closing any further  action
is necessary to carry out the  purposes of this  Agreement,  each of the Parties
will take such further  action  (including  the  execution  and delivery of such
further  instruments  and documents) as the other Party  reasonably may request,
all at the sole cost and expense of the requesting  Party (unless the requesting
Party is entitled to  indemnification  therefore  under ss.8 below).  The Target
acknowledges  and  agrees  that  from and after the  Closing  the Buyer  will be
entitled to possession of all  documents,  books,  records (but not tax records)
and agreements, constituting the Acquired Assets.

         (b)  Litigation  Support.  In the  event  and for so long as any  Party
actively is  contesting  or  defending  against any  action,  suit,  proceeding,
hearing, investigation,  charge, complaint, claim, or demand (each, an "Action")
in connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation,  circumstance, status, condition, activity, practice, plan,
occurrence,  event, incident, action, failure to act, or transaction on or prior
to the  Closing  Date  involving  the  Business,  the other  Party will  provide
reasonable cooperation with the contesting or defending Party and its counsel in
the contest or defense,  make available,  at reasonable times, its personnel and
its officers and  directors  and provide such access to its books and records as
shall be reasonably  necessary in connection with the contest or defense, all at
the sole cost and  expense of the  contesting  or  defending  Party  (unless the
contesting or defending  Party is entitled to  indemnification  therefore  under
ss.8 below).

                                      -14-
<PAGE>

         (c) Transition. The Target will not take any action that is designed or
intended  to  discourage  any lessor,  licensor,  customer,  supplier,  or other
business  associate of Target in  connection  with the operation of the Business
from  maintaining  the same  business  relationships  with the  Buyer  after the
Closing as it maintained with the Target in connection with the operation of the
Business.

         (d) Confidentiality. The Target will treat and hold as confidential all
of the  Confidential  Information,  refrain  from using any of the  Confidential
Information  except in connection with this Agreement,  and deliver  promptly to
the Buyer or  destroy,  at the  request  and option of the Buyer,  all  tangible
embodiments  (and all copies) of the Confidential  Information  which are in its
possession.  In the event  that the Target is  requested  or  required  (by oral
question  or request  for  information  or  documents  in any legal  proceeding,
interrogatory,  subpoena,  civil  investigative  demand,  or similar process) to
disclose any Confidential Information, the Target will notify the Buyer promptly
of the  request  or  requirement  so that  the  Buyer  may  seek an  appropriate
protective order or waive compliance with the provisions of this ss.6(d). If, in
the  absence of a  protective  order or the receipt of a waiver  hereunder,  the
Target is, on the advice of  counsel,  compelled  to disclose  any  Confidential
Information  to any tribunal or else stand liable for  contempt,  the Target may
disclose the Confidential Information to the tribunal;  provided,  however, that
the Target shall use its best efforts to obtain, at the request of the Buyer, an
order or other  assurance that  confidential  treatment will be accorded to such
portion of the  Confidential  Information  required to be disclosed as the Buyer
shall designate.

         (e)   Covenant Not to Compete.

          (i) For a period  commencing  on the  Closing  Date and  ending on the
     earlier of (A) December 31, 2004 and (B) the 30th day following the failure
     of  Buyer to pay to  Target  the  properly  calculated  Quarterly  Earn-Out
     Payment (as  determined by ss.2(d) or ss.2(e),  as  appropriate),  less any
     amount offset under ss.8(f)  below,  when due under ss.2(d) or ss.2(e),  as
     appropriate, neither Target nor any of the Target Stockholders, officers or
     directors of Target,  will engage directly or indirectly in any business of
     marketing,  soliciting  and  promoting  mail order  pharmacy  products  and
     services to  individuals  in the gay,  lesbian  population  or  individuals
     afflicted  with  hepatitis C and HIV/AIDS in the United  States;  provided,
     however, that no termination of this non-competition  covenant by reason of
     the breach by Buyer of its  payment  obligations  under  ss.2  above  shall
     prejudice  any rights  Target may have to enforce its rights under  ss.2(d)
     and (e);  provided,  further however,  that no owner of less than 1% of the
     outstanding  stock of any publicly  traded  corporation  shall be deemed to
     engage in such prohibited activities solely by reason thereof in any of its
     businesses.  If the final  judgment  of a court of  competent  jurisdiction
     declares  that any term or  provision  of this  ss.6(e)(i)  is  invalid  or
     unenforceable, the Parties agree that the court making the determination of
     invalidity  or  unenforceability  shall have the power to reduce the scope,
     duration,  or area of the term or provision,  to delete  specific  words or
     phrases,  or to replace any invalid or unenforceable term or provision with
     a term or provision that is valid and enforceable and that comes closest to
     expressing the intention of the invalid or unenforceable term or provision,
     and this Agreement shall be enforceable as so modified after the expiration
     of the time within which the judgment may be appealed.

          (ii) For a period  commencing  on the  Closing  Date and ending on the
     earlier of (A)  December  31,  2004 and (B) the  continuance  of a material
     breach (for 30 days after  receipt of notice from Buyer of such  breach) of
     Target's obligations under ss.6(b),ss.6(c),ss.6(d),ss.6(e)(i) or ss.6(f) of
     this Agreement or the CPS License  Agreement,  neither Buyer nor any of its
     Affiliates  will  publish  and sell,  independent  of any other  service or
     product that it provides, any educational or informational  publications or
     materials related to either of the HIV/AIDS or Hepatitis-C  disease states;
     provided,  however,  that  the  Parties  understand  and  agree  that  such
     restriction  shall not, and is in no way intended to,  prohibit  Buyer's or
     any of its Affiliates'  (x) publication or use of materials  related to the
     marketing of their respective  products and services (as such materials are
     used as of the Closing Date),  (y)  publication on a website  controlled by
     Buyer  or any of its  Affiliates  of  clinical  pharmaceutical



                                      -15-
<PAGE>

     information related to the use of pharmaceuticals or pharmaceutical related
     products or services of Buyer or any of its  Affiliates or (z)  publication
     of clinical pharmaceutical  information that is sent to a customer of Buyer
     or  its  Affiliates  in  connection  with  the  use  by  such  customer  of
     pharmaceutical  related  products or services  provided to such customer by
     Buyer or its  Affiliates.  If the final  judgment  of a court of  competent
     jurisdiction  declares  that any term or provision of this  ss.6(e)(ii)  is
     invalid or  unenforceable,  the  Parties  agree  that the court  making the
     determination  of  invalidity or  unenforceability  shall have the power to
     reduce the scope,  duration,  or area of the term or  provision,  to delete
     specific words or phrases,  or to replace any invalid or unenforceable term
     or provision  with a term or provision  that is valid and  enforceable  and
     that  comes  closest  to  expressing   the  intention  of  the  invalid  or
     unenforceable term or provision, and this Agreement shall be enforceable as
     so modified  after the expiration of the time within which the judgment may
     be appealed.

         (f)  Advertising  in POZ.  For each of the four years after the Closing
Date, Target agrees that it will obtain advertising to be directed by Buyer with
a value of up to $100,000 per year on behalf of the Buyer in "POZ"  magazine for
the business,  products and services of the Business,  such value to be based on
the advertised rate cards of POZ, in effect from time to time; provided, however
that,  in the event that at any time  during the four  years  after the  Closing
Date,  "POZ"  is  offering  to  any  of  its  pharmaceutical,  diagnostical  and
laboratory clinical companies that are its advertisers rates that are lower than
the rates reflected on the advertised rate cards, Buyer shall be entitled to the
benefit of such lower rates.

         (g) Severance Obligations. Except as described on Schedule 6(g) hereto,
the parties agree that Buyer shall not be  responsible  for severance pay or any
similar  benefit,  if any,  with  respect  to any  employee  of  Target  that is
terminated as a result of or in connection with the transaction  contemplated by
this  Agreement or  otherwise.  Target  agrees that it shall be  responsible  to
comply  with and be liable for any  noncompliance  with any  requirements  under
COBRA with  respect to any  employee  or former  employee of Target or any other
qualified beneficiary (as defined under COBRA) who is terminated by Target.

         (h) Guaranty of Buyer's  Performance.  In order to induce the Target to
execute and deliver this Agreement on the terms and conditions set forth herein,
and  in  consideration   thereof,   MIM  Corporation  (the  "Guarantor")  hereby
unconditionally  and  irrevocably  guarantees  to the Target the full and prompt
performance  by the  Buyer  of the  Buyer's  obligations  under  this  Agreement
including,  without  limitation,  the timely  payment of the Quarterly  Earn-out
Payment,  in accordance with the terms of this Agreement.  The Guarantor  hereby
covenants  and agrees that if Buyer shall at any time fail to make any  payments
under this Agreement or perform any of the covenants or provisions  contained in
this  Agreement,  the Guarantor will forthwith pay such sums to Target,  and any
arrears thereof,  and will forthwith  faithfully perform and fulfill all of such
covenants  and  provisions.   The  guaranty  contained  in  this  ss.6(h)  is  a
continuing,  absolute and unconditional  guaranty of payment and of performance.
Guarantor's obligations under this Section shall remain in full force and effect
notwithstanding (i) any exercise, non-exercise or waiver by Target of any right,
power or remedy under or in respect of this  Agreement,  or (ii) any bankruptcy,
insolvency,  reorganization,  arrangement, adjustment, composition, liquidation,
receivership,  assignment for the benefit of creditors or the like of Buyer;  or
the discharge or release of Buyer in any such bankruptcy proceeding. Guarantor's
obligations under this ss.6(h) shall continue in full force and effect until all
of the payment and other  obligations  of Buyer under this  Agreement  have been
fully paid and  performed.  Guarantor  agrees that it is directly and  primarily
liable to the Target,  that the  obligations of the Guarantor are independent of
the  obligations  of the  Buyer,  and that a separate  action or actions  may be
brought and prosecuted against the Guarantor whether or not an action is brought
against the Buyer,  and whether or not the Buyer is joined in any such action or
actions.  Guarantor  hereby  waives any and all rights to require  the Target to
prosecute or seek to enforce any remedies against the Buyer or any other person,
and the Target  shall not be  required to  prosecute  any such action or seek to
enforce any such  remedies  against the Buyer or any other person as a condition
to  performance  by the  Guarantor  of  the  obligations  guaranteed  hereunder.
Guarantor  hereby  waives any defense  arising by reason of any claim or defense
based upon an election of remedies by the Target which in any manner affects the
Guarantor's



                                      -16-
<PAGE>

rights to proceed against the Buyer.  Except for those rights of Buyer set forth
in this  Agreement,  Guarantor  hereby waives any right to require the Target to
make any  presentment  or  demand  for  performance  or to give any  notices  of
nonperformance,  protests,  notices of  protests  or notices  of  dishonor.  The
liability of the Guarantor  shall be reinstated  and revived with respect to any
amount paid by the Buyer which  shall  thereafter  be required to be returned or
restored by Target upon the  bankruptcy,  insolvency  or  reorganization  of the
Buyer or for any  other  reason,  all as  though  such  amount  had not be paid.
Guarantor  hereby  waives  notice  of  acceptance  of this  guaranty.  Guarantor
warrants  and agrees  that each of the waivers set forth above are made with its
full knowledge of their  significance and consequence and agrees that, under the
circumstances,  the waivers are  reasonable and not contrary to public policy or
law. If any of said waivers are  determined to be contrary to any applicable law
or public policy,  such waivers shall be effective only to the extent  permitted
by law.  Guarantor  represents and warrants that it is informed of the financial
condition of the Buyer and of all other  circumstances  which a diligent inquiry
would reveal and which bear upon the risk of  nonperformance by the Buyer of the
payment and other  obligations  under this Agreement.  Guarantor  agrees that it
will continue to keep itself  informed of the  financial  condition of the Buyer
and of all other circumstances which bear upon the risk of nonperformance by the
Buyer.

         (i) Buyout in the Event of the Sale of the Business. In the event that,
prior to the payment by Buyer of all  required  amounts  pursuant to ss.2(d) and
(e) hereof,  Buyer or any of its Affiliates shall sell or otherwise transfer the
Business,  either  alone or as part of a sale or  transfer  of assets  (each,  a
"Sale"),  to a third party,  Buyer shall pay to Target at the time of closing of
the Sale,  subject to Buyer's  right of offset  pursuant to  ss.8(f),  an amount
equal to the amount  obtained by  multiplying  (i) the average of the last three
Quarterly Earn-out Payments earned by Target prior to the closing of the Sale by
(ii) the number of  Determination  Periods for which Target had not been paid in
accordance with ss.2(d) or (e), as  appropriate,  at the time of closing of such
Sale (such amount, the "Pay-Off  Amount").  Upon payment by Buyer of the Pay-Off
Amount,  Buyer shall be relieved of its obligation to make the payments required
by ss.2(d) and (e) hereof.  In addition,  notwithstanding  any  provision to the
contrary  contained in ss.2(e),  in the event of a Sale,  Target's  audit rights
with respect to the year in which a Sale is consummated  shall not be limited to
the Annual Gross Profit  calculation of Buyer, but shall extend to Buyer's Gross
Profit  computation  for each of the past three  Determination  Periods prior to
such Sale (unless such Determination Periods were already included in period for
which an audit was completed under ss.2(e)).

         (j) Enrollment of Customers of Business.  Buyer agrees that, other than
those  customers  who are  enrolled  through  Excluded  Programs  (as defined on
Schedule 3 hereto),  Buyer shall  include all  individual  customers in the gay,
lesbian,  HIV/Aids or  Hepatitis-C  population who were enrolled by Buyer or its
Affiliates  as  enrollees  of the  Business  for  purposes  of the Gross  Profit
calculation  on  Schedule  3 hereto  and  shall  code  such  enrollees  as "CPS"
customers when they are enrolled.  In addition,  Buyer agrees that it shall give
Target  notice (in  accordance  with  ss.9(g)  hereto) at least 10 days prior to
implementing  any material  change in the  marketing,  operations  or enrollment
procedures  of  its  HIV/AIDS  or  Hepatitis-C   "Bioscrip"  disease  management
programs; provided, however, that such material change shall not impact Target's
rights  hereunder to the customers  enrolled  through those  programs  listed in
items (i)-(ii) on Schedule 3 hereto.

         (k) Use of Infopack. Target agrees that for the period from the Closing
Date until the earlier of (i)  December  31, 2004 or (ii) 30 days after Buyer or
its Affiliates gives written notice to Target that it no longer desires Target's
services under this ss.6(k), at least once per quarter,  Target shall, for a fee
of $0.10 per newsletter or other publication  (includes  printing,  handling and
mailing  costs),   distribute  Target's  most  recent  copy  of  the  "Infopack"
newsletter  or other  publication  to those persons on the list of customers and
prospective customers provided by Buyer to Target, as updated from time to time,
provided that Target has received third party sponsorship for each newsletter or
other  publication.  Buyer shall be entitled to additional copies, not to exceed
500 unless otherwise agreed to by Target,  of such materials from each print run
for its own use and  distribution  for a fee of $0.10  per  newsletter  or other
publication.  Target  agrees that it shall secure all  copyrights,  licenses and
rights required to distribute the Infopack or other publication.

                                      -17-
<PAGE>

         7.    Conditions to Obligation to Close..

         (a) Conditions to Obligation of the Buyer.  The obligation of the Buyer
to consummate  the  transactions  to be performed by it in  connection  with the
Closing  on the  Closing  Date  is  subject  to  satisfaction  of the  following
conditions on or before May 1, 2001:

          (i) the  representations  and warranties set forth in ss.3 above shall
     be correct and complete in all  material  respects at and as of the Closing
     Date, except as set forth on the Disclosure Schedule;

          (ii) the Target  shall have  performed  and  complied  with all of its
     covenants hereunder,  including the Pre-Closing Covenants set forth in ss.5
     above, in all material respects through the Closing;

          (iii) no action,  suit, or proceeding commenced by a Person other than
     Buyer or its Affiliates shall be pending before any court or quasi-judicial
     or  administrative   agency  of  any  federal,   state,  local  or  foreign
     jurisdiction  or before any arbitrator  wherein an unfavorable  injunction,
     judgment,  order, decree,  ruling, or charge would (A) prevent consummation
     of any of the transactions contemplated by this Agreement, (B) cause any of
     the transactions  contemplated by this Agreement to be rescinded  following
     consummation,  or (C)  affect  adversely  the right of the Buyer to own the
     Acquired Assets or to operate the Business;

          (iv) the Target shall have delivered to the Buyer a certificate to the
     effect that each of the conditions specified above in ss.(7)(a)(i)-(iii) is
     satisfied in all respects;

          (v) the Target shall have executed and delivered each of an Assignment
     and Bill of Sale, an Assignment of Intellectual  Property and an Assignment
     of Domain Name, in substantially  the forms attached hereto as Exhibit A-1,
     Exhibit A-2 and Exhibit A-3, respectively.

          (vi) the Target shall have  executed and  delivered a  termination  of
     that certain agreement, dated December 20, 1994, between Preferred Rx, Inc.
     and Target (the "1994  Agreement"),  and general  release of liability with
     respect to the parties  relationship  prior to the Closing  (except for any
     liability with respect to the transactions contemplated by this Agreement),
     in  substantially  the form attached hereto as Exhibit B (the  "Termination
     Letter");

          (vii) the Target shall have executed and  delivered  each of a License
     Agreement  substantially  in the  form  of  Exhibit  C-1  attached  hereto,
     pursuant  to which  Buyer  grants  to Target a  non-exclusive  royalty-free
     license to use the names "CPS" and  "Community  Prescription  Service" (the
     "CPS License  Agreement") and a Content License Agreement  substantially in
     the form of Exhibit C-2 attached hereto;

          (viii) the Target shall have presented  evidence that it has delivered
     appropriate  documentation  to the State of Delaware in order to change its
     corporate  name from  Community  Prescription  Service,  Inc. to "Community
     Capital Partners, Inc."

          (ix) the Target  shall have paid to Buyer that amount set forth in the
     letter  from  Buyer to Target,  dated as of the date  hereof,  relating  to
     certain amounts owed by Target to Buyer.

         The Buyer  may waive any  condition  specified  in this  ss.7(a)  if it
executes a writing so stating at or prior to the Closing.



                                      -18-
<PAGE>

         (b)  Conditions  to  Obligation  of the Target.  The  obligation of the
Target to consummate the  transactions  to be performed by it in connection with
the  Closing on the Closing  Date is subject to  satisfaction  of the  following
conditions on or before May 1, 2001:

          (i) the representations and warranties set forth inss.4 above shall be
     correct  and  complete  in all  material  respects at and as of the Closing
     Date;

          (ii) the Buyer  shall  have  performed  and  complied  with all of its
     covenants hereunder,  including the Pre-Closing Covenants set forth in ss.5
     above, in all material respects through the Closing;

          (iii) no action,  suit, or proceeding commenced by a Person other than
     Target  or  its   Affiliates   shall  be   pending   before  any  court  or
     quasi-judicial or administrative  agency of any federal,  state,  local, or
     foreign  jurisdiction  or before  any  arbitrator  wherein  an  unfavorable
     injunction,  judgment,  order, decree,  ruling, or charge would (A) prevent
     consummation of any of the  transactions  contemplated by this Agreement or
     (B) cause any of the  transactions  contemplated  by this  Agreement  to be
     rescinded following consummation (and no such injunction,  judgment, order,
     decree, ruling, or charge shall be in effect);

          (iv) the Buyer shall have delivered to the Target a certificate to the
     effect that each of the conditions  specified above in  ss.7(b)(i)-(iii) is
     satisfied in all respects;

          (v) the Buyer shall have executed and delivered  each of an Assignment
     and Bill of Sale, an Assignment of Intellectual  Property and an Assignment
     of Domain Name, in substantially  the forms attached hereto as Exhibit A-1,
     Exhibit A-2 and Exhibit A-3, respectively;

          (vi) the Buyer  shall have  executed  and  delivered  the  Termination
     Letter, substantially in the form attached hereto as Exhibit B; and

          (vii) the Buyer  shall have  executed  and  delivered  each of the CPS
     License  Agreement,  substantially  in the  form of  Exhibit  C-1  attached
     hereto,  and the Content License  Agreement,  substantially  in the form of
     Exhibit C-2 attached hereto;

The Target may waive any  condition  specified  in this ss.7(b) if it executes a
writing so stating at or prior to the Closing.

         8.    Remedies for Breaches of This Agreement.

         (a)   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties of the Target contained in ss.3(a),  (c) and (f)
through (u) above,  and all of the  representations  of the Buyer  contained  in
ss.4(a) and (c),  shall  survive the Closing  (even if the damaged party knew or
had reason to know of any misrepresentation or breach of warranty at the time of
Closing)  and  continue in full force and effect for a period of fifteen  months
thereafter. All of the representations and warranties of the Target contained in
ss.3(b),  (d), (e) and (i) above, and the  representation of the Buyer contained
in ss.4(b) and (d) above,  shall  survive the Closing (even if the damaged Party
knew or had reason to know of any misrepresentation or breach of warranty at the
time of  Closing)  and  continue  in full  force and effect  forever  thereafter
(subject to any applicable statutes of limitations).

         (b)   Indemnification Provisions for Benefit of the Buyer.

                                      -19-
<PAGE>


          (i) In the  event  the  Target  breaches  any of its  representations,
     warranties,  and covenants contained in this Agreement, and, if there is an
     applicable  survival  period  pursuant to ss.8(a) above,  provided that the
     Buyer makes a written claim for indemnification against the Target pursuant
     to ss.10(g) below within such survival period,  then each of the Target and
     Sean Strub,  jointly and severally,  agrees to indemnify the Buyer from and
     against  the  entirety  of any  Adverse  Consequences  the Buyer may suffer
     through and after the date of the claim for indemnification  (including any
     Adverse  Consequences  the Buyer may suffer after the end of any applicable
     survival period) resulting from, arising out of, relating to, in the nature
     of, or caused by the breach;  provided,  however,  that (i) there will be a
     $1,500,000 aggregate ceiling on the obligation of the Target and Sean Strub
     (applicable  to Target and Sean Strub in the  aggregate)  to indemnify  the
     Buyer from and against Adverse  Consequences  under this ss.8 (except for a
     breach  of a  representation  contained  in  ss.8(d)  and (e) for which the
     aggregate  ceiling does not apply to Target but  continues to apply to Sean
     Strub) and (ii) neither  Target nor Sean Strub shall have any obligation to
     indemnify Buyer under this ss.8 unless and until the aggregate amount which
     Buyer is entitled to recover exceeds $25,000,  after which point Target and
     Sean Strub,  jointly and  severally,  will be obligated to indemnify  Buyer
     only for losses in excess of such amount.

          (ii) Each of the Target and Sean Strub, jointly and severally,  agrees
     to  indemnify  the Buyer  from and  against  the  entirety  of any  Adverse
     Consequences the Buyer may suffer resulting from,  arising out of, relating
     to, in the nature of, or caused by:

               (A)  except  for  the  Assumed  Liabilities,   any  liability  or
          obligation of the Target  (including  any liability of the Target that
          becomes a liability  of the Buyer under any bulk  transfer  law of any
          jurisdiction,  under any common  law  doctrine  of de facto  merger or
          successor  liability,  or  otherwise  by  operation  of law),  whether
          arising before or after the Closing and whether or not relating to the
          Acquired Assets;

               (B) any  liability  of the Target that becomes a liability of the
          Buyer with  respect to the  Business  for unpaid Taxes with respect to
          any tax year or portion thereof ending on or b before the Closing Date
          (or for any tax year  beginning  before and ending  after the  Closing
          Date to the extent  allocable to the portion of such period  beginning
          before and ending on the Closing  Date),  but  excluding any liability
          for Taxes with  respect  to the  Business  allocable  to a tax year or
          portion  thereof  ending  after the  Closing  Date and  excluding  any
          liability for Taxes with respect to the Business  attributable  to any
          transaction or action (other than the asset purchase  contemplated  by
          this Agreement) taken by Buyer on or after the Closing Date; or

               (C) any  liability  of Buyer for the  unpaid  taxes of the Target
          under Reg.  ss.1.1502-6 (or any similar provision of state,  local, or
          foreign law), as a transferee or successor, by contract, or otherwise.

          (iii) The Target  agrees to  indemnify  the Buyer from and against the
     entirety of any Adverse  Consequences  the Buyer may suffer resulting from,
     arising out of, or caused by any  marketing or other  business  practice of
     Target with respect to new customers  enrolled by Target after July 1, 2000
     relating  to the  waiver  or  failure  to  collect,  in  whole  or in part,
     co-insurance   payments  with  respect  to   prescription   pharmaceuticals
     dispensed  to  patients  if such  waiver or failure  to collect  was not in
     accordance with the enrollment and financial hardship waiver procedures set
     forth in that certain  letter dated June 29,  2000,  from MIM  Corporation,
     parent of the Buyer, to Target.

         (c) Indemnification  Provisions for Benefit of the Target. In the event
the  Buyer  breaches  any  of its  representations,  warranties,  and  covenants
contained in this  Agreement,  and, if there is an  applicable  survival  period
pursuant to ss.8(a)  above,  provided  that the Target makes a written claim for
indemnification  against  the



                                      -20-
<PAGE>

Buyer  pursuant to ss.10(g)  below within such survival  period,  then the Buyer
agrees to  indemnify  the Target from and  against  the  entirety of any Adverse
Consequences  the Target may suffer  through and after the date of the claim for
indemnification  (including any Adverse Consequences the Target may suffer after
the end of any  applicable  survival  period)  resulting  from,  arising out of,
relating to, in the nature of, or caused by the breach.

         (d) Matters Involving Third Parties.

          (i) If any  third  party  shall  notify  any Party  (the  "Indemnified
     Party") with respect to any matter (a "Third Party  Claim")  which may give
     rise  to  a  claim  for  indemnification   against  the  other  Party  (the
     "Indemnifying  Party") under this ss.8,  then the  Indemnified  Party shall
     promptly  notify  the  Indemnifying  Party  thereof in  writing;  provided,
     however,  that no delay on the part of the  Indemnified  Party in notifying
     the  Indemnifying  Party  shall  relieve  the  Indemnifying  Party from any
     obligation   hereunder   unless   (and  then  solely  to  the  extent)  the
     Indemnifying  Party  thereby is  prejudiced.  The  Indemnified  Party shall
     provide to the Indemnifying Party,  promptly upon request,  all information
     and  documentation  reasonably  necessary  to support  and verify the facts
     giving  rise  to the  Adverse  Consequences  which  the  Indemnified  Party
     believes  gives rise to a claim for  indemnification  hereunder,  and shall
     give the  Indemnifying  Party reasonable  access to all books,  records and
     personnel in the possession or under the control of the  Indemnified  Party
     which would have bearing on such claim.

          (ii) The Indemnifying  Party will have the right to assume the defense
     of the Third Party Claim with counsel of its choice reasonably satisfactory
     to the  Indemnified  Party at any time within 30 days after the Indemnified
     Party has given notice of the Third Party Claim;  provided,  however,  that
     the  Indemnifying  Party must  conduct the defense of the Third Party Claim
     actively and diligently  thereafter in order to preserve its rights in this
     regard; and provided further that the Indemnified Party may retain separate
     co-counsel at its sole cost and expense and  participate  in the defense of
     the Third Party Claim.

          (iii) The parties  agree  that,  (A) the  Indemnifying  Party will not
     consent  to the entry of any  judgment  or enter into any  settlement  with
     respect to the Third Party Claim without the prior  written  consent of the
     Indemnified Party (not to be withheld  unreasonably) unless the judgment or
     proposed  settlement  involves  only the  payment  of money  damages by the
     Indemnifying  Party and does not impose an  injunction  or other  equitable
     relief upon the Indemnified  Party and (B) the  Indemnified  Party will not
     consent  to the entry of any  judgment  or enter into any  settlement  with
     respect to the Third Party Claim without the prior  written  consent of the
     Indemnifying Party (not to be withheld unreasonably).

          (iv) In the event the  Indemnifying  Party does not assume and conduct
     the defense of the Third Party Claim in accordance with ss.8(d)(ii)  above,
     (A) the  Indemnified  Party may defend against the Third Party Claim in any
     manner it reasonably may deem appropriate  (and the Indemnified  Party need
     not consult  with, or obtain any consent from,  the  Indemnifying  Party in
     connection  therewith),  (B) the Indemnified  Party will not consent to the
     entry of any  judgment  or enter into any  settlement  with  respect to the
     Third Party Claim  without the prior  written  consent of the  Indemnifying
     Party (not to be withheld unreasonably) and (C) the Indemnifying Party will
     remain  responsible for any Adverse  Consequences the Indemnified Party may
     suffer  resulting  from,  arising out of, relating to, in the nature of, or
     caused by the Third  Party  Claim to the  fullest  extent  provided in this
     ss.8.

         (e)  Determination  of Adverse  Consequences.  The  Parties  shall make
appropriate  adjustments for tax  consequences  and insurance  coverage and take
into account the time cost of money (using the  Applicable  Rate as the discount
rate) in  determining  Adverse  Consequences  for  purposes  of this  ss.8.  All
indemnification


                                      -21-
<PAGE>

payments under this ss.8 shall be deemed  adjustments to the Purchase  Price. In
no event  shall  Target be liable for loss of profits or  consequential  damages
under this ss.8.

         (f) Right of Offset. In the event that at any time Target or Sean Strub
is obligated to indemnify  Buyer under this ss.8 (as mutually agreed upon by the
Parties or after a final  non-appealable  decision of the Arbitrator pursuant to
ss.10(q)  below),  Buyer shall have the option of offsetting any amounts owed to
it by the Target  pursuant to this ss.8 against amounts owed to the Target under
ss.2(e) hereof.

         (g) Exclusive Remedy.  Except for a claim based on fraud, the Buyer and
the Target acknowledge and agree that the indemnification  provisions  contained
in this ss.8 shall constitute the sole and exclusive  recourse and remedy of the
parties  for  monetary  damages  with  respect  to  any  breach  of  any  of the
representations, warranties and covenants contained in this Agreement.

         9.    Termination.

         (a) Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:

          (i) the Buyer and the Target may  terminate  this  Agreement by mutual
     written consent at any time prior to the Closing;

          (ii) the Buyer may terminate  this  Agreement by giving written notice
     to the Target at any time prior to the  Closing (A) in the event the Target
     has breached any material  representation,  warranty, or covenant contained
     in this  Agreement  in any  material  respect,  the Buyer has  notified the
     Target of the  breach,  and the breach  has  continued  without  cure for a
     period of 15 days  after the notice of breach or (B) if the  Closing  shall
     not have occurred on or before May 1, 2001, by reason of the failure of any
     condition  precedent  under  ss.7(a)  hereof  (unless the  failure  results
     primarily from the Buyer itself breaching any representation,  warranty, or
     covenant contained in this Agreement); and

          (iii) the Target may terminate this Agreement by giving written notice
     to the Buyer at any time  prior to the  Closing  (A) in the event the Buyer
     has breached any material  representation,  warranty, or covenant contained
     in this  Agreement  in any  material  respect,  the Target has notified the
     Buyer of the breach, and the breach has continued without cure for a period
     of 15 days after the notice of breach, or (B) if the Closing shall not have
     occurred  on or  before  May 1,  2001,  by  reason  of the  failure  of any
     condition  precedent  under  ss.7(b)  hereof  (unless the  failure  results
     primarily from the Target itself breaching any representation, warranty, or
     covenant contained in this Agreement).

         (b)  Effect of  Termination.  If any Party  terminates  this  Agreement
pursuant to ss.9(a) above,  all rights and obligations of the Parties  hereunder
shall  terminate  without any  liability of any Party to the other Party (except
for any  liability  of any Party then in breach);  provided,  however,  that the
confidentiality provisions contained in ss.5(d) above shall survive termination.

                                      -22-
<PAGE>

               10.    Miscellaneous.

         (a) Press Releases and Public  Announcements.  No Party shall issue any
press  release or public  announcement  relating to the  subject  matter of this
Agreement  without  the prior  written  approval of the other  Party;  provided,
however, that any Party may make any public disclosure it believes in good faith
is required by applicable law or any listing or trading agreement concerning its
publicly-traded  securities  (in which  case the  disclosing  Party will use its
reasonable  best  efforts  to  advise  the  other  Party  prior  to  making  the
disclosure).

         (b) No Third-Party  Beneficiaries.  This Agreement shall not confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns.

         (c) Entire Agreement.  This Agreement (including the documents referred
to herein)  constitutes the entire agreement  between the Parties and supersedes
any prior  understandings,  agreements,  or  representations  by or between  the
Parties,  written or oral,  to the extent they related in any way to the subject
matter hereof.

         (d) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Party; provided,  however, that the Buyer may (i) assign any or all
of its rights and interests  hereunder to one or more of its Affiliates and (ii)
designate one or more of its Affiliates to perform its obligations hereunder (in
any or all of which cases the Buyer nonetheless shall remain responsible for the
performance of all of its obligations hereunder).

         (e)  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

         (f)  Headings.  The section  headings  contained in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         (g)  Notices.  All  notices,  requests,   demands,  claims,  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or  other  communication  hereunder  shall be  deemed  duly  given on the  first
business  day after sent by reputable  overnight  courier  service,  on the same
business day sent by hand delivery, and the second business day after it is sent
by registered or certified mail, return receipt requested,  postage prepaid, and
addressed to the intended recipient as set forth below:

    If to the Target:  Copy to: Community Prescription Services, Inc.
    -----------------  --------
                                 349 West 12th Street
                                 New York, NY 10019
                                 Attention: Sean Strub
                                 Facsimile No.: (212) 229-2908

   with a copy to:

                                 Round Table Services, LLC
                                 7 Elm Street
                                 Westfield, NJ 07090
                                 Attention: Steven Giacona
                                 Facsimile No.: (908) 789-7312

                                      -23-
<PAGE>

   with a copy to:

                                 Robinson Silverman Pearce Aronsohn & Berman LLP
                                 1290 Avenue of the Americas

                                 New York, NY 10104
                                 Attention: William Hibsher
                                 Facsimile No.: (212) 541-1486

    If to the Buyer:   Copy to:  Barry A. Posner
    ----------------   --------
                                 Vice President and General Counsel
                                 MIM Corporation
                                 100 Clearbrook Road
                                 Elmsford, NY 10523
                                 Facsimile No: (914) 460-1670

    with a copy to:              Richard H. Friedman
                                 Chief Executive Officer
                                 MIM Corporation
                                 100 Clearbrook Road
                                 Elmsford, NY 10523
                                 Facsimile No: (914) 460-1661

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including telecopy,  telex, ordinary mail, or electronic mail), but
no such notice,  request,  demand, claim, or other communication shall be deemed
to have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims,  and other  communications  hereunder  are to be delivered by giving the
other Party notice in the manner herein set forth.

         (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law  provision or rule (whether of the State of New
York or any other  jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.

         (i)  Amendments  and Waivers.  No  amendment  of any  provision of this
Agreement  shall be valid  unless the same shall be in writing and signed by the
Buyer and the Target. No waiver by any Party of any default,  misrepresentation,
or breach of warranty or covenant  hereunder,  whether intentional or not, shall
be deemed to extend to any prior or subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

         (j)  Severability.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

         (k)  Expenses.   Each  of  the  Buyer,  the  Target,   and  the  Target
Stockholders  will bear his or its own costs and expenses  (including legal fees
and expenses)  incurred in connection  with this Agreement and the  transactions
contemplated hereby.

         (l)  Construction.   The  Parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be



                                      -24-
<PAGE>

construed as if drafted  jointly by the Parties and no  presumption or burden of
proof shall arise favoring or disfavoring  any Party by virtue of the authorship
of any of the provisions of this Agreement. Any reference to any federal, state,
local,  or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including" shall mean including without limitation.

         (m) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.

         (n)   Tax Matters.


          (i) The Target will be responsible  for the  preparation and filing of
     all Income Tax Returns  for the Target for all  periods as to which  Income
     Tax Returns are due after the Closing  Date  (including  the  consolidated,
     unitary,  and combined  Income Tax Returns for the Target which include the
     operations  of the Business for any period  ending on or before the Closing
     Date) ; provided,  however,  that Buyer will reimburse Target  concurrently
     therewith to the extent any payment  Target makes  relates to operations of
     the Business for any period ending on or after the Closing Date.

          (ii) The Buyer will be responsible  for the  preparation and filing of
     all Income Tax Returns for the  Business for all periods as to which Income
     Tax  Returns are due after the  Closing  Date (other than for Income  Taxes
     with respect to income from the operations of the Business that is included
     in  consolidated,  unitary,  and combined Income Tax Returns of the Target.
     The Buyer will make all payments  required  with respect to any such Income
     Tax Return for Income Taxes with respect to income from the  operations  of
     the Business for periods after the Closing Date;  provided,  however,  that
     the Target will  reimburse the Buyer  concurrently  therewith to the extent
     any payment the Buyer is making  relates to the  operations of the Business
     for any period ending on or before the Closing Date.

          (iii) Buyer and Seller shall  provide to each other with the necessary
     information  to  prepare  their  respective  tax  returns,  and they  shall
     cooperate  with each  other in  providing  each  other  with the  necessary
     information  in  connection  with any audit of a tax  return by any  taxing
     authority concerning the Business.

         (o) Employee Benefits Matters. To the extent permissible under the Code
and ERISA,  each  employee  of Target  who,  at the option of Buyer,  is offered
employment with Buyer and becomes an employee of Buyer  simultaneously  with the
Closing shall,  upon becoming an employee of Buyer,  receive  benefits which, in
the  reasonable  judgment  of the Buyer,  are  substantially  comparable  in the
aggregate  to the  benefits  provided to them from  Target,  provided,  that the
parties  acknowledge  that,  except  as  expressly  set  forth  herein or in the
ancillary  agreements hereto, Buyer shall have no obligation to offer employment
to any  employee  of Target or  maintain  any  benefit  plan,  fund,  program or
arrangement for any specific time period.

         (p) Bulk Transfer Laws. The Buyer acknowledges that the Target will not
comply with the  provisions  of any bulk transfer  laws of any  jurisdiction  in
connection with the transactions contemplated by this Agreement.

         (q) Arbitration. In the event that there is a dispute among the Parties
to this  Agreement  (defined  for the purpose of this  provision to include each
Indemnified  Party and each  Indemnifying  Party),  other  than a  dispute  with
respect  to the  calculation  of Annual  Gross  Profit  which  dispute  shall be
resolved  by the  Accounting  Firm in  accordance  with  ss.2(e)  hereof  (whose
decision is not subject to this ss.10(q)  absent  manifest error) arising out of
or in connection with the negotiation, execution, interpretation, performance or
nonperformance  of this Agreement and/or the transactions  contemplated  hereby,
the party with a claim shall



                                      -25-
<PAGE>

notify the other parties (the "Dispute  Notice") to this Agreement in accordance
with ss.10(g) above and the parties shall attempt to settle the dispute  through
good  faith  negotiation  within 30 days of  receipt  of the  Dispute  Notice in
accordance  with  ss.10(g).  In the event that the parties are unable to resolve
their  dispute  within  such 30 day  period,  such  dispute  shall be solely and
finally settled by arbitration,  which shall be conducted in New York City, by a
single attorney arbitrator selected by the parties. If the parties fail to agree
on the arbitrator within 60 days of the date that the Dispute Notice is received
in accordance with ss.10(g),  either party may apply to the American Arbitration
Association  to make the  appointment.  The parties  agree that the award of the
arbitrator  shall be final and subject to no  judicial  review.  The  arbitrator
shall conduct the proceedings  pursuant to the Commercial  Arbitration  Rules of
the American Arbitration Association,  as now or hereafter amended.  Judgment on
the award of the arbitrator may be entered in any court having jurisdiction over
the party against which enforcement of the award is being sought and the parties
hereby irrevocably consent to the jurisdiction of any such court for the purpose
of enforcing any such award.  The arbitrator  shall divide all costs (other than
fees and expenses of counsel)  incurred in  conducting  the  arbitration  in the
final award in  accordance  with what the  arbitrator  deems just and  equitable
under the circumstances.


                                      -26-
<PAGE>

                                      *****

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement as
of the date first above written.

                                    CONTINENTAL MANAGED PHARMACY SERVICES, INC.


                                    By:     /s/ Barry A. Posner
                                            ---------------------
                                    Title:  Secretary
                                            ---------------------


                                    COMMUNITY PRESCRIPTION SERVICE, INC.


                                    By:     /s/ Steven Giacona
                                            ---------------------
                                    Title:  Secretary
                                            ---------------------

                                    /s/ Sean Strub
                                    ---------------------------------
                                    SEAN STRUB, a Target Stockholder

                                    /s/ Steven Giacona
                                    ---------------------------------
                                    STEVEN GIACONA, a Target Stockholder

                                     /s/  Richard Snyder
                                    ---------------------------------
                                    RICHARD SNYDER, a Target Stockholder

                                    THE ESTATE OF STEPHEN GENDIN

                                    By:     /s/ Mark Aurigemma
                                            ---------------------
                                    Name:   Mark Aurigemma
                                    Title:  Executor

                                    Acknowledged  and Agreed solely with respect
                                    to ss.6(i):

                                    MIM CORPORATION

                                    By:     /s/ Barry A. Posner
                                            ---------------------
                                    Title:  Vice President and General Counsel
                                            ----------------------------------


                                      -27-