NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") made as of the 2nd day of
December, 1998 (the "Grant Date"), between MIM Corporation, a Delaware corporation (the "Company"), and
____________________ (the "Awardee").
WHEREAS the Company desires to afford the Awardee an opportunity to purchase shares of the common
stock, par value $0.0001 per share, of the Company ("Common Stock"), as hereinafter provided, in accordance
with the provisions of the MIM Corporation 1996 Stock Incentive Plan, as amended and restated effective
December 1, 1998, a copy of which is attached (the "Plan").
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and
valuable consideration the legal sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Awardee the right and option (the "Option") to
purchase all or any part of an aggregate of _________ shares of the Common Stock (the "Shares"). The Option
is in all respects limited and conditioned as hereinafter provided, and is subject to the terms and conditions of the
Plan now in effect and as they may be amended from time to time (which terms and conditions are and
automatically shall be incorporated herein by reference and made a part hereof and shall control in the event of
any conflict with any other terms of this Option Agreement). It is intended that the Option granted hereunder be a
non-qualified stock option ("NQSO") and NOT an incentive stock option ("ISO") as such term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. DEFINITIONS. For purposes of this Agreement, the terms used herein shall be defined as follows:
(a) CAUSE. The term "Cause" shall mean any of the following:
(1) Commission by Awardee of criminal conduct which involves moral turpitude;
(2) Acts which constitute fraud or self-de