This INDEMNIFICATION AGREEMENT, dated August 13, 1998 (the "Agreement"), by and among MIM
Corporation, a Delaware corporation (together with Continental (as defined below) and its other subsidiaries, the
"Indemnitee"), and Roulston Investment Trust L.P., Roulston Ventures L.P. and Michael R. Erlenbach (together,
A. The Stockholders have agreed to perform certain indemnification obligations arising hereunder as specified
B. Pursuant to a merger agreement dated as of January 27, 1998, as amended to date, by and among MIM
Corporation, Continental Managed Pharmacy Services, Inc. (together with its subsidiaries, "Continental") and the
other parties listed on the signature pages thereto, Continental will become a wholly-owned subsidiary of MIM
Corporation as a result of a merger (the "Merger") which is scheduled to close on August 24, 1998.
C. The Stockholders own common shares of Continental's capital stock and as such will receive shares (the
"Shares") of MIM Corporation's common stock, par value $.0001 per share (the "Common Stock"), in the
D. Billing, accounting and sales and marketing practices of Continental have led to the threat of litigation and to
claims against Continental by MetraHealth Insurance Company, Inc., The Travelers Insurance Company,
Metropolitan Life Insurance Company and Aetna U.S. Healthcare ("Aetna").
E. The Stockholders and the Indemnitee recognize the risk of litigation and other claims and/or demands being
asserted against the Indemnitee after the Merger in respect of the billing, accounting and/or sales and marketing
practices of Continental prior to the Merger of waiving, or otherwise not pursuing, the collection of co-payments
from persons covered by Continental's pharmacy benefit programs in connection with claims submitted to Aetna.
THEREFORE, in consideration of and in reliance upon the terms, covenants, conditions and representations
contained in this Agreement, and other good and v