Exhibit 10.51

October 15, 2001

Mr. Russel J. Corvese
1965 Frenchtown Road
East Greenwich, RI 02818

         Re:      MIM Corporation

Dear Russ:

         MIM Corporation, a Delaware corporation (the "Company") is pleased to
confirm your employment as the Chief Information Officer of the Company, on the
terms and subject to the conditions set forth below. The terms and conditions of
your employment are as follows:

1. POSITION AND DUTIES:       Chief Information Officer of the Company.


                              In such capacity, you shall be responsible for all
                              computer software and hardware, telecommunication,
                              network,  and  information  systems and technology
                              utilized by the Company and its  subsidiaries.  In
                              such  capacity,  you will  faithfully  perform the
                              duties of said office and  position and such other
                              duties   of   an   executive,    managerial    and
                              administrative   nature  as  are   specified   and
                              designated  from  time to  time  by the  Company's
                              Board of Directors.


                              You will report  primarily to, and shall have such
                              further  duties as shall be assigned to you by the
                              Chief Executive 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.

2. BASE COMPENSATION:         Your  base  salary  will be at an  annual  rate of
                              $175,000.00  per year,  payable  bi-weekly,  or at
                              such other times as other employees of the Company
                              are paid.



3.    TRANSPORTATION
      ALLOWANCE:              During your  employment,  the Company will provide
                              you with a monthly  allowance  of $500 for the use
                              of an automobile.


4.    PARTICIPATION IN
      HEALTH AND OTHER
        BENEFIT PLANS         During your employment with the Company, you shall
                              be permitted,  if and to the extent  eligible,  to
                              participate  in  all  employee  health  and  other
                              related benefit plans,  policies and practices now
                              or  hereafter   available  to  members  of  senior
                              management  generally  and  maintained  by  or  on
                              behalf of the Company.  Nothing in this  agreement
                              shall  preclude  the Company from  terminating  or
                              amending  any  such  plans  or  coverage  so as to
                              eliminate,  reduce or otherwise change any benefit
                              payable thereunder.




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Mr. Russell J. Corvese
October 15, 2001
Page 2
                              You  shall  be  eligible  to  participate  in  the
                              Company's   1998  Cash  Bonus   Program   For  Key
                              Employees  ("Bonus  Program"),  as  such  plan  is
                              continued  by the  Company,  from  year  to  year.
                              Eligibility for the  aforementioned  Bonus Program
                              will be premised upon your  continuing  employment
                              through the end of the calendar  year to which the
                              bonus in any year of your employment relates,  and
                              will be subject to the terms and conditions of the
                              Bonus  Program.  The Bonus  Program was created to
                              provide senior executives of the Company with cash
                              and  equity   incentives  upon  reaching   certain
                              predetermined   revenue,    earnings   and   share
                              performance   goals.  If  there  shall  exist  any
                              conflict between this Agreement and the definitive
                              documentation  governing  the Bonus  Program,  the
                              definitive  documentation (and not this agreement)
                              shall control.


5. EXPENSES:                  Subject to such  policies as may from time to time
                              be   established   by  the   Company's   Board  of
                              Directors,  the Company would pay or reimburse you
                              for all reasonable and necessary expenses actually
                              incurred  or paid by you  during  the term of your
                              employment in the performance of your duties, upon
                              submission  and  approval  of expense  statements,
                              vouchers  or  other   supporting   information  in
                              accordance  with the then  customary  practices of
                              the Company.

6. VACATION:                  You would be entitled  to four weeks (20  business
                              days) vacation during the term of your employment.

7. TERMINATION; SEVERANCE
    CHANGE OF CONTROL:        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
                              six months 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.

                              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

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Mr. Russell J. Corvese
October 15, 2001
Page 3

                              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)
                              requires you to relocate  your  residence in order
                              to perform your duties with the Company.

                              In addition,  if you are terminated by the Company
                              (or any successor or either)  within one year of a
                              "Change of Control" (as defined  below) or, within
                              such one (1) year  period,  you elect to terminate
                              your  employment  after the Company or a successor
                              entity   (A)   assigns   you   duties   materially
                              inconsistent  with your position or positions with
                              the  Company  or a  successor  entity  immediately
                              prior to such  Change of Control  or (B)  requires
                              you to relocate your residence in order to perform
                              your duties with the Company,  the Company or that
                              successor entity,  (I) you shall receive severance
                              payments  equal to six months of your then current
                              salary (and  reimbursement  for expenses  incurred
                              prior to the effective date of the  termination of
                              employment;  (II) all outstanding unvested Options
                              granted  to you and  held by you  shall  vest  and
                              become immediately exercisable and shall otherwise
                              be exercisable in accordance  with their terms and
                              (III) you shall  become  vested in any  pension or
                              other deferred  compensation other than pension or
                              deferred  compensation under a plan intended to be
                              qualified  under  Section  401(a) or 403(a) of the
                              Internal  Revenue  Code of 1986,  as amended;  and
                              (IV) you shall have no further rights to any other
                              compensation or benefits hereunder on or after the
                              termination  of  employment  or any  other  rights
                              hereunder.


                              For  purposes  of  this   Agreement,   "Change  of
                              Control"  means the  occurrence  of one or more of
                              the  following:  (i) a "person" or "group"  within
                              the means the meaning of sections  13(d) and 14(d)

<PAGE>

Mr. Russell J. Corvese
October 15, 2001
Page 4

                              of the  Securities  and  Exchange Act of 1934 (the
                              "Exchange  Act")  becomes the  "beneficial  owner"
                              (within  the  meaning  of  Rule  l3d-3  under  the
                              Exchange  Act)  of  securities  of MIM  (including
                              options,  warrants,  rights  and  convertible  and
                              exchangeable  securities) representing 30% or more
                              of  the  combined   voting  power  of  MIM's  then
                              outstanding   securities   in  any   one  or  more
                              transactions   unless   approved   by   at   least
                              two-thirds  of  MIM's  Board  of  Directors   then
                              serving  at that  time;  provided,  however,  that
                              purchases by employee  benefit plans of MIM and by
                              MIM or its  affiliates  shall be  disregarded;  or
                              (ii) any sale,  lease,  exchange or other transfer
                              (in  one   transaction  or  a  series  of  related
                              transactions) of all, or substantially all, of the
                              operating assets of MIM or the Company; or (iii) a
                              merger or consolidation, or a transaction having a
                              similar  effect,  where (A) the  Company or MIM is
                              not the surviving corporation, (B) the majority of
                              the Common  Stock of MIM is no longer  held by the
                              stockholders  of  MIM  immediately  prior  to  the
                              transaction,  or (C) the  MIM's  Common  Stock  is
                              converted into cash,  securities or other property
                              (other  than the  common  stock of a company  into
                              which MIM or the Company is  merged),  unless such
                              merger,  consolidation  or similar  transaction is
                              with a  subsidiary  of the  Company or MIM or with
                              another company,  a majority of whose  outstanding
                              capital  stock is owned  by the  same  persons  or
                              entities  who own a majority of MIM's Common Stock
                              at such  time;  or (iv) at any  annual or  special
                              meeting of  stockholders  of MIM at which a quorum
                              is present (or any  adjournments or  postponements
                              thereof),  or by written  consent in lieu thereof,
                              directors (each a "New Director" and  collectively
                              the "New Directors") then  constituting a majority
                              of MIM's Board of Directors  shall be duly elected
                              to serve as New  Directors  and such New Directors
                              shall have been elected by stockholders of MIM who
                              shall  be  an  (I)   "Adverse   Person(s)";   (II)
                              "Acquiring  Person(s)";  or (III) "40%  Person(s)"
                              (as each of the terms set forth in (I),  (II), and
                              (III) hereof are defined in that  certain  Amended
                              and Restated Rights Agreement, dated May 20, 1999,
                              between MIM and  American  Stock  Transfer & Trust
                              Company, as Rights Agent.

8. RESTRICTIVE COVENANT:      As  a  condition  to  your   employment  with  the
                              Company,  you will be  obligated  to enter  into a
                              restrictive covenant agreement between you and the
                              Company,    covering,    among    other    things,
                              non-competition    provisions,    non-solicitation
                              provisions,  and the  protection  of the Company's
                              trade  secrets.  A  copy  of  the  terms  of  this
                              agreement   is  attached   hereto  as  Exhibit  A.

9. NO RELOCATION:             You shall not be  required  to  relocate  from the
                              address set forth  above in order to perform  your
                              duties;  provided,  however,  that you acknowledge
                              that you will need to travel  that  amount of time
                              necessary  to perform  your  responsibilities  and
                              duties in a manner  consistent  with the standards
                              set forth in Section 1 of this Agreement.


<PAGE>

Mr. Russel J. Corvese
October 15, 2001
Page 5

10. OTHER TERMS:              Your employment will be subject to other customary
                              and  usual  terms,   provisions,   conditions  and
                              representations  as are  found  in  the  Company's
                              similar arrangements with its employees.

11.  ENTIRE AGREEMENT.        This  Agreement   contains  the  entire  agreement
                              between  the parties  with  respect to the subject
                              matter hereof and supersedes all prior agreements,
                              written or oral, with respect thereto.

         Please call me to discuss any questions or comments that you may have
regarding these terms. I look forward to hearing from you. Best regards.

                                      Sincerely yours,

                                      MIM CORPORATION


                                      By:
                                            -----------------------------------
                                      Name:
                                      Title:


Agreed to and Accepted By:




------------------------------------------
Russel J. Corvese


<PAGE>


                                                                       Exhibit A

                              RESTRICTIVE COVENANTS

         Covenant Against Competition; Other Covenants. You acknowledge that (i)
the principal business of the Company (for purposes of these restrictive
covenants, the "Company" shall include all subsidiaries and affiliates of MIM
Corporation, including Scrip Solutions, Inc.) is the provision of a broad range
of services designed to promote the cost-effective delivery of pharmacy
benefits, including pharmacy benefit management services, claims processing, the
purchasing of pharmaceutical products on behalf of pharmacy networks and long
term care facilities (including assisted living facilities and nursing homes)
and specialty pharmaceutical programs and mail order pharmacy services,
including the dispensing of prescription pharmaceutical products, and the sale
and distribution, on a retail and wholesale basis, of OTC's, vitamins,
supplements, herbals and other goods typically offered for sale through a
retail, mail order or internet on-line pharmacy (such business, and any and all
other businesses that after the date hereof, and from time to time during the
Term, become material with respect to the Company's then-overall business,
herein being collectively referred to as the "Business"); (ii) the Company is
dependent on the efforts of a certain limited number of persons who have
developed, or will be responsible for developing the Company's Business; (iii)
is national in scope; (iv) your work for the Company will give you access to the
confidential affairs and proprietary information of the Company; (v) your
covenants and agreements contained in these Restrictive Covenants are essential
to the business and goodwill of the Company; and (vi) the Company would not have
offered you employment but for the covenants and agreements set forth herein.
Accordingly, you covenant and agree that:

                  (a) At any time during your employment with the Company and
ending (i) twelve months following termination of your employment with the
Company (irrespective of the reason for such termination) or (ii) six months
following payment of any severance, whichever occurs last, you shall not engage,
directly or indirectly, in work relating to information systems,
telecommunications, computer systems or other work related to information
technology, or otherwise assisting any company or other business entity (which
includes, without limitation, owning, managing, operating, controlling, being
employed by, giving financial assistance to, participating in or being connected
in any material way with any person or entity other than the Company), engaged
in (i) the Business or (ii) any material component of the Business; provided,
however, that the Executive's ownership as a passive investor of less than two
percent (2%) of the issued and outstanding stock of a publicly held corporation
shall not be deemed to constitute competition.

                  (b) During and after the period during which you are employed,
you shall keep secret and retain in strictest confidence, and shall not use for
his benefit or the benefit of others, except in connection with the Business and
affairs of the Company and its affiliates, all confidential matters relating to
the Company's Business and the business of any of its affiliates and to the
Company and any of its affiliates, learned by you heretofore or hereafter
directly or indirectly from the Company or any of its affiliates (the
"Confidential Company Information"), including, without limitation, information
with respect to (i) the strategic plans, budgets, forecasts, intended expansions
of product, service, or geographic markets of the Company and its affiliates,


<PAGE>

Mr. Russel J. Corvese
October 15, 2001
Page 7

(ii) sales figures, contracts, agreements, and undertakings with or with respect
to customers, (iii) profit or loss figures, and (iv) customers, clients,
suppliers, sources of supply and customer lists, and shall not disclose such
Confidential Company Information to anyone outside of the Company except with
the Company's express written consent and except for Confidential Company
Information which is at the time of receipt or thereafter becomes publicly known
through no wrongful act of you or is received from a third party not under an
obligation to keep such information confidential and without breach of these
Restrictive Covenants or the Agreement. Notwithstanding the foregoing, this
section (b) shall not apply to the extent that you are acting to the extent
necessary to comply with legal process; provided that in the event that you are
subpoenaed to testify or to produce any information or documents before any
court, administrative agency or other tribunal relating to any aspect pertaining
to the Company, you shall immediately notify the Company thereof.

                  (c) During the period commencing on the date hereof and ending
two years following the date upon which you shall cease to be an employee of the
Company or its affiliates, you shall not, without the Company's prior written
consent, directly or indirectly, (i) solicit or encourage to leave the
employment or other service of the Company or any of its affiliates, any
employee or independent contractor thereof or hire (on your behalf or any other
person or entity) any employee or independent contractor who has left the
employment or other service of the Company or any of its affiliates within one
year of the termination of such employee's or independent contractor's
employment or other service with the Company and its affiliates, or (ii)
solicit, contact, market to, work for, or assist others in soliciting any
customer or client of the Company with whom the Company was in contact with or
was providing goods and services to at the time of your termination of
employment with the Company. During such period, you will not, whether for your
own account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with the Company's or any of its
affiliates' relationship with, or endeavor to entice away from the Company or
any of its affiliates, any person who during the Term is or was a customer or
client of the Company or any of its affiliates.

                  (d) All memoranda, notes, lists, records, property and any
other tangible product and documents (and all copies thereof) made, produced or
compiled by you or made available to you concerning the Business of the Company
and its affiliates shall be the Company's property and shall be delivered to the
Company at any time on request.


<PAGE>

Mr. Russel J. Corvese
October 15, 2001
Page 8


         Rights and Remedies upon Breach of Restrictive Covenants.

                  (a) You acknowledge and agree that any breach by him of any of
the provisions of sections (a) through (d) above (the "Restrictive Covenants")
would result in irreparable injury and damage for which money damages would not
provide an adequate remedy. Therefore, if you breach, or threaten to commit a
breach of, any of the Restrictive Covenants, the Company and its affiliates
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the other and severally enforceable, and all of which
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company and its affiliates under law or in
equity (including, without limitation, the recovery of damages):

                  (b) The right and remedy to have the Restrictive Covenants
specifically enforced (without posting bond and without the need to prove
damages) by any court having equity jurisdiction, including, without limitation,
the right to an entry against you of restraining orders and injunctions
(preliminary, mandatory, temporary and permanent) against violations, threatened
or actual, and whether or not then continuing, of such covenants.

                  (c) The right and remedy to require you to account for and pay
over to the Company and its affiliates all compensation, profits, monies,
accruals, increments or other benefits (collectively, "Benefits") derived or
received by you as the result of any transactions constituting a breach of the
Restrictive Covenants, and you shall account for and pay over such Benefits to
the Company and, if applicable, its affected affiliates.

                  (d) You agree that in any action seeking specific performance
or other equitable relief, you will not assert or contend that any of the
provisions of these Restrictive Covenants are unreasonable or otherwise
unenforceable. The existence of any claim or cause of action by you, whether
predicated on the Agreement or otherwise, shall not constitute a defense to the
enforcement of the Restrictive Covenants.

Agreed to and accepted by:


-----------------------------
Russel J. Corvese