AMENDMENT NO. 3, dated as of November 25, 2002 ("Amendment No. 3") to the Receivables Purchase
and Transfer Agreement, dated as of November 1, 2000 (as amended, restated, supplemented, or otherwise
modified from time to time, the "RPTA"), among SCRIP SOLUTIONS, INC. (as successor by merger to MIM
Health Plans, Inc.), a Delaware corporation (together with its corporate successors and assigns, "Scrip
Solutions", and in its capacity as primary servicer thereunder, the "Primary Servicer"), each of the parties named
on Schedule I thereto (each, including Scrip Solutions, a "Provider" and collectively, the "Providers"), and MIM
FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the "Purchaser")
and HFG HEALTHCO-4 LLC (the "Lender"), as assignee of the Purchaser. Unless otherwise defined herein,
terms in the RPTA are used herein as therein defined.
WHEREAS, the Primary Servicer and the Providers have requested that the Purchaser agree to amend certain
provisions of the RPTA and that the Lender consent to such amendments.
WHEREAS, the Purchaser is willing to agree to the amendments requested by the Primary Servicer and the
Providers subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, and subject to the fulfillment of the conditions set forth
below, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO RPTA
SECTION 1.1 Exhibit I to the RPTA is hereby amended to add the following definition thereto in the appropriate
"Availability" means, at any date of determination, the amount of the difference between (i) the Borrowing Limit
(as defined in the Loan Agreement) and (ii) the Lender Debt (as defined in the Loan Agreement).
SECTION 1.2 Paragraph (z) of Exhibit V to the RPTA is hereby amended in its entirety and the following shall
be substituted therefor: