September 19, 2003




Mr. Russel J. Corvese


c/o Scrip Pharmacy, Inc.


2791 Charter Street


Columbus, Ohio 43228









	  	 	  	
Re:  Amendment to Employment Letter Agreement







	
Dear Russ:



          Reference is made to that certain Employment Letter Agreement (the "Agreement") entered into as of October 15, 2001, by and
between MIM Corporation, a Delaware corporation and yourself ("Employee").  This letter shall serve to amend the Agreement,
effective as of the date hereof, on the following terms and conditions:






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


	 
	2.	  	
        Section 1 of the  Employment  Agreement is deleted in its entirety and  substituted in lieu thereof
        shall be the following: "1. POSITION AND DUTIES:          Vice President - Operations of Scrip  Solutions,  Inc. You will report  primarily to the
         Company's  executive  management  and will  have  such day to day  responsibilities  as  shall  be  assigned  to you by the
         President and Chief Operating  Officer of the Company,  subject to the authority of the Board of Directors.  Subject to the
         terms and conditions of this Agreement, you acknowledge and understand that you are an employee at will.


	 
	3.	  	
        Section 7 of the Employment Agreement is hereby deleted in its entirety and substituted in lieu
        thereof shall be the following:


	 
	 	  	
         "SECTION 7.  Termination; Severance.
        


         If your employment  with the Company is terminated for any reason  whatsoever,  whether by you or the Company,  the Company
         would not be liable for, or obligated to pay you any bonus compensation or any other compensation  contemplated  hereby not
         already  paid or not  already  accrued  at the  date of such  termination,  and no  other  benefits  shall  accrue  or vest
         subsequent  to such date.  If you are  terminated  by the  Company  (or any  successor)  other than for "Cause" (as defined
         below) or you terminate  your  employment  with the Company for "Good Reason" (as defined  below),  you will be entitled to
         receive  severance  payments equal to one year of salary at your then current salary level,  payable in accordance with the
         Company's then applicable payroll practices and subject to all applicable federal, state and local withholding.











	
Mr. Russel J. Corvese


September 19, 2003


Page 2








	 	  	
         For purposes of this Agreement,  "Cause" shall mean any of the following:  (1) commission by you of criminal  conduct which
         involves moral  turpitude;  (2) acts which  constitute  fraud or self-dealing by or on the part of you against the Company,
         including,  without  limitation,  misappropriation  or  embezzlement;  (3) your  willful  engagement  in  conduct  which is
         materially  injurious to the  Company;  or (4) your gross  misconduct  in the  performance  of duties as an employee of the
         Company,  including,  without  limitation,  failure to obey lawful  written  instructions  of the Board of Directors of the
         Company,  any  committee  thereof or the Chief  Executive  Officer of the Company or failure to correct  any conduct  which
         constitutes a breach of this  agreement  between you and the Company or of any written  policy  promulgated by the Board of
         Directors of the Company,  any committee  thereof or the Chief Executive  Officer of the Company,  in either case after not
         less than ten days' notice in writing to you of the  Company's  intention to terminate you if such failure is not corrected
         within the specified  period (or after such shorter  notice  period if the Company in good faith deems such shorter  notice
         period to be necessary due to the possibility of material injury to the Company).
        


         For purposes of this  Agreement,  "Good Reason"  shall mean the  existence of any one or more of the  following  conditions
         that shall  continue  for more than 30 days  following  written  notice  thereof by the  Employee to the  Company:  (i) the
         assignment to the Employee of duties materially  inconsistent  with the Employee's  position or positions with the Company,
         (ii) the  reduction of your then current  annual  salary  rate,  without your consent or (iii) the Company  requires you to
         relocate your residence in order to perform your duties with the Company.



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


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


	 



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



Sincerely,


MIM Corporation



By: /s/ Barry A. Posner
                  
                  
                  
                  
        

               
        Barry A. Posner, Executive Vice President



Agreed and Accepted as of


the 19 day of September, 2003:




/s/ Russel J. Corvese
                  
                  
                  
                  
        
        

Russel J. Corvese