CIO Employment Letter - Russel J. Corvese

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.


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


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
...