MIM CORPORATION

                           1996 NON-EMPLOYEE DIRECTORS
                              STOCK INCENTIVE PLAN


                             As Amended and Restated
                            Effective April 17, 2002


















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                                TABLE OF CONTENTS


                                                                           Page

SECTION 1   Purpose.......................................................... 1

SECTION 2   Administration................................................... 1

SECTION 3   Eligibility.......................................................2

SECTION 4   Stock.............................................................2

SECTION 5   Granting of Options...............................................3

SECTION 6   Terms and Conditions of Options...................................3

SECTION 7   Option Agreements - Other Provisions..............................6

SECTION 8   Capital Adjustments...............................................6

SECTION 9   Amendment or Discontinuance of the Plan...........................7

SECTION 10  Termination of Plan...............................................8

SECTION 11  Shareholder Approval..............................................8

SECTION 12  Miscellaneous.....................................................8


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                                 MIM CORPORATION
                           1996 NON-EMPLOYEE DIRECTORS
                              STOCK INCENTIVE PLAN


                                    SECTION 1

                                     Purpose

         This amended and restated MIM CORPORATION 1996  NON-EMPLOYEE  DIRECTORS
STOCK  INCENTIVE  PLAN  ("Plan")  is  intended  to provide a means  whereby  MIM
Corporation,  a Delaware corporation (the "Company"),  may, through the grant of
non-qualified  stock options ("Options") to purchase common stock of the Company
("Common  Stock") to  Non-Employee  Directors (as defined in Section 3), attract
and retain capable independent directors and motivate such independent directors
to promote the best interests of the Company and of any Related Corporation.

         For purposes of the Plan, a Related  Corporation  of the Company  shall
mean either a corporate  subsidiary of the Company, as defined in section 424(f)
of the Internal  Revenue Code of 1986,  as amended  ("Code"),  or the  corporate
parent of the Company,  as defined in section  424(e) of the Code.  Further,  as
used in the Plan,  the term  "non-qualified  stock  option" shall mean an option
which,  at the time such  option is granted,  does not  qualify as an  incentive
stock option within the meaning of section 422 of the Code.

                                    SECTION 2

                                 Administration

         The Plan shall be administered by the Company's  Compensation Committee
("Committee"),  which shall  consist of not less than two (2)  directors  of the
Company  who shall be  appointed  by, and shall  serve at the  pleasure  of, the
Company's Board of Directors  ("Board").  Each member of such  Committee,  while
serving  as such,  shall be  deemed to be  acting  in his or her  capacity  as a
director of the Company.  Each member of the  Committee  who is a  "Non-Employee
Director"  shall be eligible for the grant of Options under the Plan on the same
basis as any other  individual who is a Non-Employee  Director,  but a member of
the  Committee  shall  abstain  from  acting in his  capacity as a member of the
Committee with respect to any Committee  decision affecting any Option which had
been  granted  to such  member  over  which  the Plan  gives the  Committee  any
discretion.

         The Committee  shall have full  authority,  subject to the terms of the
Plan,  to interpret the Plan,  but shall have no discretion  with respect to the
selection of Non-Employee  Directors to receive Options, the number of shares of
Common  Stock  subject to the Plan,  setting  the  purchase  price for shares of
Common Stock subject to an Option at other than fair market value, the method or
methods for determining the amount of Options to be granted to each Non-Employee
Director,  the timing of grants  hereunder  or with  respect to any other matter
which would cause this Plan to fail to comply  with Rule  16b-3(c)(2)(ii)  under


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the Securities Exchange Act of 1934. Subject to the foregoing, the Committee may
correct any defect,  supply any omission and reconcile any inconsistency in this
Plan and in any  Option  granted  hereunder  in the  manner and to the extent it
shall deem  desirable.  The Committee also shall have the authority to establish
such rules and regulations,  not  inconsistent  with the provisions of the Plan,
for the proper  administration of the Plan, and to amend,  modify or rescind any
such rules and regulations,  and to make such determinations and interpretations
under, or in connection with, the Plan, as it deems necessary or advisable.  All
such rules, regulations, determinations and interpretations shall be binding and
conclusive upon the Company,  its shareholders  and all  Non-Employee  Directors
(including  former  Non-Employee  Directors),  and upon their  respective  legal
representatives,  beneficiaries,  successors  and  assigns  and upon  all  other
persons claiming under or through any of them.

         No member of the Board or the Committee  shall be liable for any action
or  determination  made in good  faith  with  respect  to the Plan or any Option
granted under it.

                                    SECTION 3

                                   Eligibility

         The persons who shall be  eligible  to receive  Options  under the Plan
shall be those directors of the Company (the "Non-Employee Directors") who:

         (a) are not employees of the Company or any Related Corporation,

         (b have not been  employees  of the Company or any Related  Corporation
during the immediately preceding 12-month period, and

         (c) are  initially  elected to the Board of  Directors  on or after the
date of the Plan's initial  adoption by the Board of Directors  (the  "Effective
Date").

                                    SECTION 4

                                      Stock

         Options  may be granted  under the Plan to  purchase up to a maximum of
five hundred  thousand  (500,000) shares of Common Stock, par value $ 0.0001 per
share,  (which  number of  shares  shall  include  the  three  hundred  thousand
(300,000)  shares of Common Stock  reserved for issuance under the Plan prior to
this amendment and restatement of the Plan) subject to adjustment as hereinafter
provided.  Shares  issuable under the Plan may be authorized but unissued shares
or  reacquired  shares,  and the Company may purchase  shares  required for this
purpose, from time to time, if it deems such purchase to be advisable.

         If any Option  granted under the Plan expires or otherwise  terminates,
in whole or in part, for any reason whatever (including, without limitation, the


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Non-Employee  Director's  surrender thereof) without having been exercised,  the
shares  subject to the  unexercised  portion of such Option shall continue to be
available  for the granting of Options under the Plan as fully as if such shares
had never been subject to an Option.

                                    SECTION 5

                               Granting of Options

         (a) Grant Upon Becoming a Non-Employee  Director. An Option to purchase
20,000 shares of Common Stock (as adjusted  pursuant to Section 8) automatically
shall be granted  (without any further  action on the part of the  Committee) to
any person on the date he or she first becomes a Non-Employee Director,  whether
by reason of his or her election by  stockholders or appointment by the Board to
be a  director,  or,  if  applicable,  the  expiration  of the  12-month  period
specified in Section  3(b) with respect to a present or future  director who had
previously been an employee of the Company or any Related Corporation; provided,
that if a  Non-Employee  Director who  previously  received a grant of an Option
under  this  Section 5  terminates  service as a  director  and is  subsequently
elected or appointed to the Board again,  such director shall not be eligible to
receive a second grant of Options under this Section 5(a) of the Plan.

         (b) Annual  Grant.  An Option to purchase  5,000 shares of Common Stock
(as adjusted pursuant to Section 8) automatically  shall be granted (without any
further  action on the part of the  Committee) to any person who is serving as a
Non-Employee  Director on the date of the first annual Board  meeting  following
the Company's annual shareholders  meeting at which this Plan is adopted and who
has  served  as such  for at  least  six  consecutive  months  as of such  date.
Thereafter,  on the date of the first  annual  Board  meeting  that  follows the
Company's annual  shareholder  meeting during a calendar year, each Non-Employee
Director who is serving as such on such date and who has served as such for more
than six consecutive months  automatically shall be granted (without any further
action on the part of the Committee) an Option under the Plan as of such date to
purchase 5,000 shares of Common Stock (as adjusted pursuant to Section 8).

         (c) No Other Grants.  A Non-Employee  Director shall not be eligible to
receive an Option under the Plan except as provided in this Section 5.

                                    SECTION 6

                         Terms and Conditions of Options

         Options  granted  pursuant to the Plan shall  include  expressly  or by
reference the following terms and conditions:

         (a) Number of Shares.  A statement of the number of shares to which the
Option pertains.



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         (b) Price. A statement of the Option price which shall be determined as
follows:

               (1)  with  respect  to any  Option  granted  on or  prior  to the
          effective date of the Company's  initial public offering,  if any, the
          exercise price shall be the initial public offering price set forth on
          the cover page of the  prospectus  included  within  the  registration
          statement  for such  Offering as of the date it is declared  effective
          with  the  Securities  and  Exchange  Commission  provided  that  such
          offering is declared effective within ninety days after the grant date
          of such Option; otherwise, the exercise price shall be the fair market
          value of the optioned  shares of Common Stock as  determined as of the
          date of grant in accordance with Section 6(b)(2)(iv) hereinbelow; and

               (2) with respect to any Option  granted after the effective  date
          of the Company's  initial public offering,  if any, the exercise price
          shall be the fair market value of the optioned shares of Common Stock,
          which shall be:

                         (i) the mean  between  the  highest  and lowest  quoted
                    selling price,  if there is a market for the Common Stock on
                    a registered  securities  exchange or in an over the counter
                    market, on the date of grant;

                         (ii) the  weighted  average  of the means  between  the
                    highest and lowest  sales on the nearest date before and the
                    nearest date after the date of grant,  if there are no sales
                    on the date of grant but  there are sales on dates  within a
                    reasonable period both before and after the date of grant;

                         (iii) the mean  between  the bid and asked  prices,  as
                    reported  by the  National  Quotation  Bureau on the date of
                    grant, if actual sales are not available during a reasonable
                    period  beginning before and ending after the date of grant;
                    or

                         (iv)  if   Sections   6(b)(2)(i)   through   (iii)  are
                    inapplicable,  such other method of determining  fair market
                    value as shall be  authorized  by the Code,  or the rules or
                    regulations thereunder, and adopted by the Committee.


          Where the fair market value of the optioned  shares of Common Stock is
          determined under Section  6(b)(2)(ii)  above, the average of the means
          between the highest  and lowest  sales on the nearest  date before and
          the nearest  date after the date of grant is to be weighted  inversely
          by the  respective  numbers of trading days between the selling  dates
          and the date of grant (i.e.,  the valuation date),  in accordance
          with Treas. Reg. Section 20.2031-2(b)(1).

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         (c) Term.  Subject  to earlier  termination  as  provided  in Section 8
hereof, the term of each Option shall be ten (10) years from the date of grant.

         (d)  Exercise.  Each Option  granted  under  Section  5(a) shall become
initially  exercisable  in the following  amounts and upon the  following  dates
provided that the Non-Employee Director has served continuously as a director of
the Company from the date of grant to and including  each such initial  exercise
date:  (i) as to 6,667  shares,  on the  first  anniversary  date of the date of
grant;  (ii) as to an  additional  6,667  shares,  on the later of (A) the first
anniversary  date of the grantee's first election to the Board subsequent to the
date of grant or (B) the second anniversary date of the date of grant; and (iii)
as to the remaining 6,666 shares, on the later of (A) the first anniversary date
of the grantee's second election to the Board subsequent to the date of grant or
(B) the third  anniversary date of the date of grant.  Each Option granted under
Section 5(b) shall become  initially  exercisable  in the following  amounts and
upon the  following  dates  provided that the  Non-Employee  Director has served
continuously  as a  director  of the  Company  from  the  date of  grant  to and
including each such initial exercise date: (i) as to 1,667 shares,  on the first
anniversary date of the date of grant; (ii) as to an additional 1,667 shares, on
the  second  anniversary  date of the date of grant;  (iii) as to the  remaining
1,666 shares,  on the third  anniversary  date of the date of grant.  Any Option
shares, the right to the purchase of which has accrued,  may be purchased at any
time up to the expiration or termination of the Option.  Exercisable Options may
be exercised, in whole or in part, from time to time by giving written notice of
exercise to the Company at its principal office, specifying the number of shares
to be purchased and  accompanied  by payment in full of the aggregate  price for
such shares. Only full shares shall be issued under the Plan, and any fractional
share  which might  otherwise  be issuable  upon  exercise of an Option  granted
hereunder shall be forfeited.

         The Option price shall be payable in cash or its equivalent.

         (e) Expiration of Term or Removal of Non-Employee Director as Director.
If a Non-Employee  Director's  service as a director with the Company terminates
prior to the  expiration  date of his or her  Option  for any  reason  (such as,
without limitation,  failure to be re-elected by the stockholders),  such Option
may be exercised by the Non-Employee Director,  only to the extent of the number
of shares with respect to which the  Non-Employee  Director could have exercised
it on the date of such  termination of service as a director,  at any time prior
to the  expiration  or other  termination  of the Option as set forth in Section
6(c) hereof.

         (f) Non-Transferability.  No Option shall be assignable or transferable
by the  Non-Employee  Director  otherwise than by will or by the laws of descent
and  distribution,  and during the lifetime of the  Non-Employee  Director,  the
Option  shall be  exercisable  only by him or her or,  in the case of his or her
legal  disability,  by his or  her  guardian  or  legal  representative.  If the
Non-Employee Director is married at the time of exercise and if the Non-Employee


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Director so requests at the time of exercise,  the  certificate or  certificates
shall  be  registered  in  the  name  of  the  Non-Employee   Director  and  the
Non-Employee  Director's  spouse,  jointly,  with right of survivorship.  In the
event of the Non-Employee  Director's  death, the Option may be exercised by the
Non-Employee  Director's estate, personal representative or beneficiary if, when
and to the extent  that the  Non-Employee  Director  would have been so entitled
hereunder  but for such death after giving effect to all the  provisions  hereof
including Section 6(e) hereinabove.

         (g) Rights as a  Shareholder.  A  Non-Employee  Director  shall have no
rights as a shareholder  with respect to any shares covered by his or her Option
until the issuance of a stock certificate to him or her for such shares.

         (h) Listing and Registration of Shares. Each Option shall be subject to
the  requirement  that, if at any time the  Committee  shall  determine,  in its
discretion,  that the  listing,  registration  or  qualification  of the  shares
covered thereby upon any securities  exchange or under any state or federal law,
or the consent or approval of any governmental  regulatory body, is necessary or
desirable as a condition of, or in connection  with, the granting of such Option
or the  purchase of shares  thereunder,  or that action by the Company or by the
Non-Employee  Director  should be taken in order to obtain an exemption from any
such requirement,  no such Option may be exercised,  in whole or in part, unless
and until such  listing,  registration,  qualification,  consent,  approval,  or
action shall have been effected,  obtained, or taken under conditions acceptable
to the  Committee.  Without  limiting  the  generality  of the  foregoing,  each
Non-Employee Director or his or her legal representative or beneficiary may also
be required to give  satisfactory  assurance that shares purchased upon exercise
of an  Option  are  being  purchased  for  investment  and  not  with a view  to
distribution,   and  certificates  representing  such  shares  may  be  legended
accordingly.

                                    SECTION 7

                      Option Agreements - Other Provisions

         Options granted under the Plan shall be evidenced by written  documents
("Option  Agreements") in such form as the Committee  shall,  from time to time,
approve, which Option Agreements shall contain such provisions, not inconsistent
with the  provisions of the Plan as the  Committee  shall deem  advisable.  Each
Non-Employee Director shall enter into, and be bound by, such Option Agreements.

                                    SECTION 8

                               Capital Adjustments

         The number, kind or class (or any combination  thereof) of shares which
may be issued under the Plan, as stated in Section 4 hereof, the number, kind or


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class (or any  combination  thereof) of shares  granted under Section 5, and the
number,  kind or class (or any  combination  thereof)  of shares  issuable  upon
exercise of outstanding  Options under the Plan (as well as the Option price per
share under such  outstanding  Options),  shall,  subject to the  provisions  of
section  424(a) of the Code,  be adjusted  proportionately  to reflect any stock
dividend,   stock  split,   share   combination,   or  similar   change  in  the
capitalization of the Company.

         In the event of a corporate  transaction  (as that term is described in
section 424(a) of the Code and the Treasury  Regulations  issued  thereunder as,
for  example,  a  merger,  consolidation,  acquisition  of  property  or  stock,
separation,  reorganization, or liquidation), and, provision is not made for the
continuance  and assumption of Options under the Plan, or the  substitution  for
such  Options of new  Options  to acquire  securities  or other  property  to be
delivered in connection with the transaction,  the Committee shall, upon written
notice to the holders of Options,  provide  that all  unexercised  Options  will
terminate  immediately prior to the consummation of such merger,  consolidation,
acquisition, reorganization,  liquidation, sale or transfer unless exercised (to
the extent then  exercisable)  by the holder  within a specified  number of days
(which shall not be less than seven (7) days) following the date of such notice.


                                   SECTION 9

                     Amendment or Discontinuance of the Plan

          (a)  General.  The Board from time to time may suspend or  discontinue
     the Plan or amend it in any respect whatsoever,  provided, however, that an
     amendment  to the Plan shall  require  shareholder  approval  (given in the
     manner set forth in Section 9(b) below) if such amendment would materially:

               (1)  increase  the benefits  accruing to  Non-Employee  Directors
          under the Plan;

               (2)  increase  the number of shares of Common  Stock which may be
          issued to Non-Employee Directors under the Plan; or

               (3) modify the  requirements  as to eligibility to participate in
          the Plan.

          The foregoing notwithstanding,  no such suspension,  discontinuance or
     amendment  shall  materially   impair  the  rights  of  any  holder  of  an
     outstanding  Option  without  the  consent  of such  holder.  Further,  the
     provisions  of this Plan  establishing  the  directors  eligible to receive
     Options  under this Plan,  the  timing of the grants of such  Options,  the
     purchase price for shares subject to Options,  the number of Shares covered
     by each Option, the method or methods for determining the amount of Options
     to be granted to each Non-Employee Director, and any other provision of the
     Plan which,  if amended  more than once every six  months,  would cause the


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     Plan to fail to comply with Rule  16b-3(c)(2)(ii)(B)  under the  Securities
     Exchange Act of 1934, shall not be amended more than once every six months.

          (b) Shareholder Approval Requirements. Shareholder approval must be by
     either:

               (1) the  written  consent of the  holders  of a  majority  of the
          outstanding  shares of Common Stock complying with the requirements of
          the certificate of incorporation  and bylaws of the Company and of the
          applicable provisions of the Delaware General Corporation Law; or

               (2) a majority of the outstanding shares of Common Stock present,
          or  represented,  and  entitled  to vote  at a  meeting  duly  held in
          accordance with the  requirements of the certificate of  incorporation
          and bylaws of the  Company  and of the  applicable  provisions  of the
          Delaware General Corporation Law.

                                   SECTION 10

                               Termination of Plan

Unless  earlier  terminated as provided in the Plan,  the Plan and all authority
granted  hereunder  shall  terminate  absolutely  at 12:00  midnight  on the day
immediately prior to the tenth anniversary of the date of the Plan's adoption by
the  Board,  and no  Options  hereunder  shall be  granted  thereafter.  Nothing
contained in this Section 10,  however,  shall terminate or affect the continued
existence of rights  created under Options issued  hereunder and  outstanding on
said Plan termination date, which by their terms extend beyond such date.


                                   SECTION 11

                              Shareholder Approval

         The  Effective  Date of  this  Plan  shall  be the  date of the  Plan's
adoption by the Board;  provided,  however,  that if the Plan is not approved by
the  shareholders  in the manner  described in Section 9(b),  within twelve (12)
months after said date, the Plan and all Options granted hereunder shall be null
and void.

                                   SECTION 12

                                  Miscellaneous

          (a) Governing  Law. The  operation of, and the rights of  Non-Employee
     Directors  under,  the Plan, the Option  Agreements and any Options granted
     hereunder shall be governed by applicable Federal law, and otherwise by the
     laws of the State of Delaware.



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          (b)  Rights.  Neither  the  adoption of the Plan nor any action of the
     Board or the Committee  shall be deemed to give any individual any right to
     be granted an Option,  or any other right  hereunder,  unless and until the
     Committee shall have granted such individual an Option, and then his or her
     rights shall be only such as are provided by the Option Agreement.

          Any Option under the Plan shall not entitle the holder  thereof to any
     rights as a shareholder of the Company prior to the exercise of such Option
     and the issuance of the shares pursuant thereto. Further, any provisions of
     the  Plan  or  the   Option   Agreement   with  a   Non-Employee   Director
     notwithstanding, the granting of an Option to a Non-Employee Director shall
     not entitle that  Non-Employee  Director to continue to serve as a director
     of the Company or a Related  Corporation or affect the terms and conditions
     of such service.

          (c) Indemnification of Board and Committee. Without limiting any other
     rights of  indemnification  which  they may have from the  Company  and any
     Related  Corporation,  the  members  of the  Board and the  members  of the
     Committee  shall be  indemnified  by the  Company  against  all  costs  and
     expenses reasonably incurred by them in connection with any claim,  action,
     suit,  or  proceeding to which they or any of them may be a party by reason
     of any action taken or failure to act under,  or in  connection  with,  the
     Plan,  or any Option  granted  thereunder,  and against all amounts paid by
     them in settlement  thereof  (provided such settlement is approved by legal
     counsel  selected  by the  Company)  or paid by them in  satisfaction  of a
     judgment in any such action,  suit, or proceeding,  except a judgment based
     upon a finding of willful  misconduct or  recklessness  on their part. Upon
     the making or institution of any such claim,  action,  suit, or proceeding,
     the Board or Committee  member shall notify the Company in writing,  giving
     the Company an  opportunity,  at its own expense,  to handle and defend the
     same before such Board or Committee  member  undertakes to handle it on his
     or her own behalf.

          (d)  Application of Funds.  The proceeds  received by the Company from
     the sale of Common Stock  pursuant to Options  granted under the Plan shall
     be used for general  corporate  purposes.  Any cash received in payment for
     shares upon  exercise of an Option to purchase  Common Stock shall be added
     to the general  funds of the  Company  and shall be used for its  corporate
     purposes.

          (e) No Obligation to Exercise Option.  The granting of an Option shall
     impose no obligation upon a Non-Employee Director to exercise such Option.

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