AMENDMENT TO EMPLOYMENT AGREEMENT



         This Amendment to Employment  Agreement (this "Amendment") is effective
as of December 31, 2001, by and between MIM Corporation,  a Delaware corporation
(the "Company"), and Richard H. Friedman ("Executive").


         WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of December 1, 1998, which the Company and Executive previously amended
on October 11, 1999 (the "Employment Agreement");


         WHEREAS,  the Company and  Executive  have agreed to extend the term of
Executive's employment pursuant to the Employment Agreement through November 30,
2006 and desire to amend the Employment Agreement to reflect this extension; and


         WHEREAS, the Company and Executive desire to clarify that the Company,
in its discretion, may grant stock options to Executive in addition to the grant
specified in Section 3.4 of the Employment Agreement;


         NOW,  THEREFORE,  in  consideration  of the mutual  covenants set forth
herein and other  valuable  consideration,  the  sufficiency  of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


1.   Section 1 of the  Employment  Agreement  is hereby  amended  to  provide as
     follows:  "The Company  hereby  employs the  Executive,  and the  Executive
     hereby  accepts  such  employment,  commencing  as of  December 1, 1998 and
     ending  November 30, 2006, as Chief  Executive  Officer and Chairman of the
     Board of Directors of the Company (the "Board") unless sooner terminated in
     accordance with the provisions of Section 4 or Section 5 (the period during
     which the  Executive is employed  hereunder,  including  any  extensions or
     renewals thereof, being hereinafter referred to as the "Term")."

2.   Section  3.4 of the  Employment  Agreement  is  hereby  amended  to add the
     following  sentence to the end thereof:  "After such grant,  the  Executive
     shall be eligible for additional grants of options,  if any, as recommended
     by the Company's Compensation Committee."

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


4.   This   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.









         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Amendment
effective as of the date set forth above.


MIM CORPORATION


By: /s/ Barry A. Posner
    ------------------------------------------
    Barry A. Posner, Executive Vice President




 /s/ Richard H. Friedman
--------------------------------------
Richard H. Friedman



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