March 2, 2000

Via Federal Express

Mr. James J. Jones
2715 Laurel Lane
Oak Harbor, WA 98277

            Re:         MIM Corporation/MIMRx.com

Dear J.J.:

            MIM Corporation, a Delaware corporation ("MIM"), is pleased to offer
you employment as the President and Chief  Operating  Officer of its Continental
Managed Pharmacy Services, Inc., d/b/a MIMRx.com (the "Company") subsidiary,  on
the  terms  and  subject  to the  conditions  set  forth  below.  The  terms and
conditions of your  employment,  upon your execution and delivery of this letter
to us, would be as follows:

1.      POSITION AND DUTIES:
        -------------------

President   and  Chief   Operating   Officer  of  the   Company,   with  overall
responsibility   for  the  business  and  operations  of  the  Company  and  its
subsidiaries and affiliates including, but not limited to:

(i)  Overall  responsibility  for sales and marketing plans of the Company's and
     its subsidiaries' products and services;

(ii) Subject to MIM's senior  management,  responsibility for the conversion and
     implementation  of the conversion of the Company's  business and operations
     to MIMRx.com,  Inc. and the  relocation of the  Company's  operations  from
     Cleveland, Ohio to Columbus, Ohio; and

(iii)the hiring and termination of personnel in support of the Company,  subject
     to the  approval  of MIM's  Chief  Executive  Officer  and Chief  Operating
     Officer.

In such  capacity,  you shall report to, and shall have such  further  duties as
shall be assigned to you by, MIM's Chief Executive Officer, Richard H. Friedman.

2.      TERM:
        ----

Subject  to the  execution  and  delivery  of this  letter  and the  Restrictive
Covenants attached hereto as Exhibit A, your employment shall commence and shall
continue  until  terminated  by you or the  Company.  The  first  year  of  your
employment  shall  terminate on December 31, 2000.  Each year of your employment
thereafter shall coincide with the calendar year.



<PAGE>


Mr. James J. Jones
March 2, 2000
Page 2


3.      BASE COMPENSATION:
        -----------------

Your base salary shall be at the rate of $200,000.00 per calendar year,  payable
bi-weekly,  or at such other  times as other  employees  of the Company are paid
generally.  Your  performance  and  compensation  shall be reviewed  twelve (12)
months after the  commencement  of your  employment and every twelve (12) months
thereafter. However, any increase in your compensation shall be in the Company's
sole and absolute discretion.

4.      BONUS COMPENSATION:
        ------------------

During your  employment,  you shall be eligible  to receive  bonus  compensation
under the Company's  executive bonus program (the "Bonus  Program")  established
for the  benefit of senior  executives  of the MIM and its  subsidiaries  or any
subsequent  plan  established  generally  for senior  management of the Company.
During your first year of employment  ending December 31, 2000, you will only be
entitled to receive the cash  component of the Bonus Program  pro-rata  based on
the number of days you were  employed  by the  Company  during the first year of
your employment bears to a full calendar year.


Eligibility for the aforementioned bonuses 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. The terms and conditions of the
Bonus  Program shall be subject to the  completion  of definitive  documentation
with respect thereto and approval of MIM's  compensation  committee of its Board
of  Directors.  If  there  shall  exist  any  conflict  between  this  Agreement
(including  Exhibit  A) and the  definitive  documentation  governing  the Bonus
Program, the definitive documentation (and not this Agreement) shall control.

All base,  bonus or other  compensation  received shall be subject to applicable
federal, state and local withholding and other taxes.


<PAGE>


Mr. James J. Jones
March 2, 2000
Page 3

5.      TRANSPORTATION ALLOWANCE:
        -------------------------

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

6.      RELOCATION ALLOWANCE:
        --------------------

The Company  will  provide  you with up to a $35,000  relocation  allowance  for
reimbursement of actual expenses incurred by you with respect to your relocation
to the  Company's  chief  executive  offices  located in Elmsford,  NY, You will
receive your relocation allowance upon the later to occur of the following:  (i)
the  completion of the move to your new primary  residence in the  Elmsford,  NY
vicinity,  and seven days from and after your first day of  employment  with the
Company. In either case, you would be required to present  appropriate  invoices
evidencing  payment  or  other  appropriate  documentation  in  support  of such
expenses.

You agree that you will repay to the Company all amounts  paid to you or on your
behalf under Section 6 hereof if you terminate your  employment with the Company
on or before November 1, 2001. In such event, all such amounts will be repaid by
you on or before the last day of your employment.

7.  CONDITIONS TO EMPLOYMENT:
    ------------------------

Your employment shall be conditioned upon completion by the Company of reference
checks with prior  employers and others,  satisfactory to the Company and MIM in
its sole  discretion.  You  agree  that the  Company  has the right to make such
inquiries  and you  acknowledge  and  agree  that  the  Company  may  make  such
inquiries.

8.  PARTICIPATION IN HEALTH
    -----------------------
     BENEFIT PLANS; VACATION:
     -----------------------

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 maintained by or on behalf of the
Company,  commensurate  with your  position  with 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.  You will be entitled to four weeks of vacation.  All such  benefits
may be amended or modified from time to time or terminated by the Company in its
sole and absolute discretion.


<PAGE>


Mr. James J. Jones
March 2, 2000
Page 4

9.      EXPENSES:
        --------

Subject  to such  policies  as may  from  time to  time  be  established  by the
Company's  Board of  Directors,  the Company will 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 under this agreement,
upon submission and approval of expense statements, vouchers or other reasonable
supporting  information in accordance  with the then customary  practices of the
Company.

10.     SEVERENCE; CHANGE OF CONTROL:
        -----------------------------

If, within the  three-month  period  following a "Change of Control" (as defined
below),  you are terminated by the Company or a successor entity or you elect to
terminate your employment after the Company or such successor entity  materially
reduces  your  duties and  responsibilities,  or assigns  you duties  materially
inconsistent with your position prior to such Change of Control,  then you shall
be  entitled  to receive  six (6) months  salary and other  benefits  earned and
accrued prior to the effective date of the  termination of your  employment (and
reimbursement for expenses incurred prior thereto).

In addition,  all outstanding unvested options held by you shall vest and become
immediately  exercisable  and shall  otherwise be exercisable in accordance with
their terms. In such event, you shall also 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.  Thereafter  you shall have no further  rights to any
other  compensation  or  benefits  hereunder  on or  after  the  termination  of
employment or other triggering event, or any other rights hereunder.

For purposes of this Agreement,  "Change of Control" means the occurrence of one
of the following:


<PAGE>


Mr. James J. Jones
March 2, 2000
Page 5

(i)  a "person" or "group" within 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 13d-3 under the  Exchange
     Act) of securities of the Company (including options,  warrants, rights and
     convertible and  exchangeable  securities)  representing 50% or more of the
     combined voting power of the Company's then  outstanding  securities in any
     one or more  transactions;  provided,  however,  that purchases by employee
     benefits plans of the Company and by the Company 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
     (unless  such  merger,  consolidation  or  similar  transaction  is  with a
     subsidiary  of the  Company or with  another  company,  a majority of whose
     outstanding  capital  stock is owned by the same persons or entities who at
     that time own a majority of the  Company's  outstanding  common  stock (the
     "Common Stock")),  where (A) the Company is not the surviving  corporation,
     (B) the  majority  of the Common  Stock of the Company is no longer held by
     the stockholders of the Company  immediately  prior to the transaction,  or
     (C) the Company's Common Stock is converted into cash,  securities or other
     property  (other than the common  stock of a company into which the Company
     is merged), and in each case, such merger,  consolidation or transaction is
     not approved by a 2/3 of the Board of Directors of the Company and the MIM.

11.     RESTRICTIVE COVENANTS:
        ---------------------

Contemporaneously  with the commencement of your  employment,  you shall execute
and deliver the Restrictive Covenants  substantially in the form attached hereto
as Exhibit A, whereby,  among other  things,  you will agree to not compete with
the  "Business" of the Company (as defined)  during the term of your  employment
and for a period of one year following such  termination  and to not disclose to
any third party any trade  secrets or  proprietary  information  relating to the
Company, now or hereafter acquired by you.

12.     ASSIGNABILITY; BINDING
        ----------------------
        NATURE:
        -------

This  agreement  is binding  upon,  and will inure to the benefit of the parties
hereto and their respective  successors,  heirs,  administrators,  executors and
assigns.  None of  your  rights  or  obligations  under  this  agreement  may be
transferred  by will or  operation  of law.  The  rights and  obligation  of the
Company under this  agreement may be assigned or transferred by operation of law
in the  event of a merger  or  consolidation  in which  the  Company  is not the
continuing entity, or the sale or liquidation of all or substantially all of the
assets of the Company.


<PAGE>


Mr. James J. Jones
March 2, 2000
Page 6

13.     ENTIRE AGREEMENT:
        ----------------

This agreement  supersedes all prior  agreements,  together with the Restrictive
Covenants  attached hereto as Exhibit A, contains the entire  agreement  between
the parties concerning the subject matter hereof.

14.     AMENDMENTS AND WAIVERS:
        ----------------------

This agreement may not be modified,  amended,  waived,  discharged or terminated
orally,  but only by an instrument  in writing  signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.

15.     NOTICES:
        -------

Any notice given  hereunder must be in writing and will be deemed  received when
delivered  personally  or by  courier,  or five (5)  days  after  being  mailed,
certified or registered mail, return receipt requested and duly addressed to the
party concerned at the address  indicated above or at such other address as such
party may subsequently provide in writing.

16.     GOVERNING LAW :
        --------------

The agreement  will be governed by, and construed and  interpreted in accordance
with the laws of the State of New York.


<PAGE>


Mr. James J. Jones
March 2, 2000
Page 7

            If you are in  agreement  with  the  terms  and  conditions  of your
employment  pursuant  to this  letter  agreement,  kindly  execute  this  letter
agreement in the space provided below and return it to the undersigned.

                                             Sincerely yours,

                                             MIM Corporation


                                             By: /s/ Richard H. Friedman
                                                ------------------------
                                                Name:
                                                Title:


AGREED TO AND ACCEPTED BY:

             /s/ James J. Jones
----------------------------------------
Name:       Mr. James J. Jones


<PAGE>




                                                                       Exhibit A

                              RESTRICTIVE COVENANTS

     Covenant Against Competition;  Other Covenants.  The Executive acknowledges
that (i) the principal business of the Company is the provision of a broad range
of mail order and internet  based sales of  pharmaceutical  products,  including
health  and beauty  aids,  prescription  drugs,  vitamins,  nutrients,  over the
counter  drugs and other goods and products  typically  found in drug stores and
other e-commerce  pharmacy web (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");  provided,  however, that Business
shall not include any areas of business  and/or services that the Company is not
engaged in at such time that the Company is sold,  merged,  consolidated  or any
other event that would constitute a "Change of Control" (as defined in Section 9
of the  Agreement),  regardless of whether the successor or acquiring  entity is
then engaged in such other areas of business and/or  services;  (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)
the Company's  Business is national in scope;  (iv) the Executive's work for the
Company  has  given and will  continue  to give him  access to the  confidential
affairs and  proprietary  information  of the  Company;  (v) the  covenants  and
agreements  of the  Executive  contained  in  these  Restrictive  Covenants  are
essential to the  business  and  goodwill of the  Company;  and (vi) the Company
would  not have  entered  into the  Agreement  (as  defined  below)  but for the
covenants and agreements set forth herein. Accordingly,  the Executive covenants
and agrees that:

     (a) At any time during his employment  with the Company and ending one year
following  (i)  termination  of the  Executive's  employment  with  the  Company
(irrespective  of the  reason  for  such  termination)  or (ii)  payment  of any
severance,  whichever  occurs last, the Executive shall not engage,  directly or
indirectly (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),  anywhere  in the  United  States  in (i) the  Business  and  (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 the Executive is employed, the
Executive  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 the Executive 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,
(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 the  Executive 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 the  Executive is acting to
the extent  necessary to comply with legal  process;  provided that in the event
that the  Executive is 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,  he shall  immediately  notify the Company
thereof.


                                       1
<PAGE>

     (c) During the period  commencing  on the date  hereof and ending two years
following the date upon which the Executive shall cease to be an employee of the
Company or its affiliates,  the Executive 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 behalf of the Executive
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 the  Executive's  termination
of employment  with the Company.  During such period,  the  Executive  will not,
whether  for his 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 the
Executive or made  available  to the  Executive  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.

            Rights and Remedies upon Breach of Restrictive Covenants.
            --------------------------------------------------------

     (a) The Executive  acknowledges and agrees 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 the Executive breaches, or threatens
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):

                                       2

<PAGE>

         (i) 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 the Executive of restraining orders and injunctions  (preliminary,
mandatory,  temporary and permanent) against  violations,  threatened or actual,
and whether or not then continuing, of such covenants.

         (ii) The right and remedy to require the  Executive  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 him as the result of any  transactions  constituting a breach of the
Restrictive  Covenants,  and the  Executive  shall account for and pay over such
Benefits to the Company and, if applicable, its affected affiliates.

     (b) The Executive agrees that in any action seeking specific performance or
other equitable relief, he 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 the
Executive,   whether  predicated  on  the  Agreement  or  otherwise,  shall  not
constitute a defense to the enforcement of the Restrictive Covenants.

Agreed to and accepted by:

 /s/ James J. Jones
-----------------------------

James J. Jones

                                       3

<PAGE>



ANNUAL CASH BONUS      Target:  Up to 40% of annual             $______
                       salary (At plan:1/2on
                       corporate financial results;
                       1/2 on individual results)


GRANTS OF LONG-TERM
INCENTIVES:            Deferred compensation                    _______ units
                       performance units
                       (Target value: $25 in 2002)

                       Performance shares                       _______ shares
                       (Target share price for early
                       vesting: $25-$30)

                       Subject   to   the   terms   and
                       conditions  200,000  shares of a
                       stock option  agreement  options
                       to  purchase  the common  stock,
                       par value  $0.0001  per share of
                       the Company,  subject,  however,
                       to   adjustment   prior  to  the
                       granting  thereof,  at the  good
                       faith    discretion    of    the
                       Company's     Chief    Executive
                       Officer,  based  on the  revised
                       capitalization  structure of the
                       Company    expected   to   occur
                       sometime  during  the next  four
                       month. The options shall vest in
                       three equal annual  installments
                       commencing    on    the    first
                       anniversary    date    of    the
                       Executive's  employment with the
                       Company,  at an  exercise  price
                       equal to the  average of the bid
                       and   asked   on  the  date  the
                       Executive  commences  employment
                       with the Company.
<PAGE>


May 9, 2000

By Hand Delivery

Mr. James J. Jones
2715 Laurel Lane
Oak Harbor, WA 98277

            Re:  MIM Corporation/MIMRx.com
                 -------------------------

Dear J.J.:

            MIM Corporation, a Delaware corporation ("MIM"), would like to amend
the letter of  employment  between  you and MIM,  dated as of March 2, 2000 (the
"March 2 Employment Letter"), as follows:

1.   Paragraph 3 of the March 2 Employment Letter is deleted and replaced in its
     entirety with the following:

"3.     BASE COMPENSATION:
        -----------------

Your base salary shall be at the rate of $225,000.00 per calendar year,  payable
bi-weekly,  or at such other  times as other  employees  of the Company are paid
generally.  Your  performance  and  compensation  shall be reviewed  twelve (12)
months after the  commencement  of your  employment and every twelve (12) months
thereafter. However, any increase in your compensation shall be in the Company's
sole and absolute discretion."

Such amendment shall be retroactive to your start date with the Company.

2.   A new  Paragraph 4 entitled  "Options to Purchase  Common  Stock"  shall be
     added as follows:

"4. OPTIONS TO PURCHASE
    -------------------
    COMMON STOCK:
    ------------

As further compensation hereunder, effective upon the later to occur of the date
you  commence  your  employment  with the  Company  and the date you execute the
Option Agreement,  the Company would grant to you 225,000 options ("Options") to
purchase Company common stock ("Common Stock"),  subject, however, to adjustment
prior to the granting  thereof,  at the good faith  discretion  of the Company's
Chief Executive Officer,  based on the revised  capitalization  structure of the
Company  expected to occur  sometime  during the next four  months.  In no event
would you  receive  less  Options  than other  employees  at your  level  (being
President of an MIM subsidiary).  Such Options shall vest in equal  installments
on the first,  second and third anniversary dates of your employment.  The grant
and vesting of your  options  would be subject to the terms and  conditions  set
forth in the form of Option Agreement. Such options shall be priced on the later
to occur of (i) first day of your employment with the Company, and (ii) the date
that the  Company's  Board of  Directors  authorizes  and  approves  the plan as
contemplated above."


<PAGE>


Mr. James. J. Jones
Page 2
April 6, 2000


3.   Paragraphs 4 - 16 of the March 2 Employment  Letter shall be  renumbered as
     appropriate.

4.   All  capitalized  terms not defined herein shall have the meaning  assigned
     thereto in the March 2 Employment Letter.

5.   This  amendment  will be governed  by, and  construed  and  interpreted  in
     accordance with the laws of the State of New York.


            If you are in  agreement  with  the  terms  and  conditions  of your
employment  pursuant  to this  letter  agreement,  kindly  execute  this  letter
agreement in the space provided below and return it to the undersigned.

                                               Sincerely yours,

                                               MIM Corporation


                                               By: /s/ Richard H. Friedman
                                                  ------------------------
                                                  Name:
                                                  Title:


AGREED TO AND ACCEPTED BY:

            /s/ James J. Jones
----------------------------------------
Name:       Mr. James J. Jones