sfriedmanamendment.htm


     

    EXHIBIT
10.2


    October
14, 2004

    


    


    


    Mr. Scott
Friedman

    


    Re:   Amendment to Employment Letter
Agreement

    


    Dear
Scott:

    


    Reference is made to that certain
Employment Letter Agreement (the “Agreement”) entered into as of August 21,
2003, 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
      7 of the Employment Agreement is hereby deleted in its entirety and
      substituted in lieu thereof shall be the
  following:

            


    

     

    “SECTION
7.  Termination; Severance; Change of Control.

     

    If you
are terminated by the Company (or any successor) other than for “Cause” (as
defined below) or you terminate your employment with the Company for “Good
Reason” (as defined below), 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 and all outstanding unvested
Options granted to you (or hereafter under the Bonus Program) and held by you
shall vest and become immediately exercisable and shall otherwise be exercisable
in accordance with their terms.  Except as otherwise provided herein,
if your employment with the Company is terminated for any reason whatsoever,
whether by you or the Company, the Company would not be liable for, or obligated
to pay you any bonus compensation or any other compensation contemplated hereby
not already paid or not already accrued at the date of such termination, and no
other benefits shall accrue or vest subsequent to such date.

     

    For
purposes of this Agreement, “Cause” shall mean any of the
following:  (1) commission by you of criminal conduct which involves
moral turpitude; (2) acts which constitute fraud or self-dealing by or on the
part of you against the Company or MIM, including, without limitation,
misappropriation or embezzlement; (3) your willful engagement in conduct which
is materially injurious to the Company or MIM; or (4) your gross misconduct in
the performance of duties as an employee of the Company or MIM, including,
without limitation, failure to obey lawful written instructions of the
Board of
Directors of the Company or MIM, any committee thereof or any executive officer
of the Company or MIM or failure to correct any conduct which constitutes a
breach of this agreement between you and the Company or of any written
policypromulgated by the Board of Directors of the Company or MIM, any committee
thereof or any executive officer of the Company or MIM, 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 or MIM in good faith deems such
shorter notice period to be necessary due to the possibility of material injury
to the Company or MIM).

     

    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 you of duties materially inconsistent with your position or
positions with the Company, (ii) the reduction of your then current annual
salary rate, without your consent or (iii) the relocation of your principal
location of employment more than 50 miles from your current location without
your consent.

     

    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 for Good Reason, (I) you
shall receive severance payments equal to one year of your then current salary
(and reimbursement for expenses incurred prior to the effective date of the
termination of employment; (II) all outstanding unvested options granted to you
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) of the Securities and Exchange Act of 1934 (the
"Exchange Act") becomes the "beneficial owner" (within the meaning of Rule l3d-3
under the Exchange Act) of securities of the Company (including options,
warrants, rights and convertible and exchangeable securities) representing 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 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) 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)”; or (II)  “Acquiring
Person(s)”(as each of the terms set forth in (I) and (II) hereof are defined in
that certain Amended and Restated Rights Agreement, dated December 3, 2002,
between MIM and American Stock Transfer & Trust Company, as Rights
Agent

     

    
      	
               
      

            	
              3.

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

            


    

     

    
      	
               
      

            	
              4.

            	
              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:  ________________________________

           Barry
A. Posner, Executive Vice President

    


    


    Agreed
and Accepted as of

    the __
day of October, 2004:

    


    


    ____________________________

    Scott
Friedman