MIM CORP
<DOCUMENT>
<TYPE>EX-10.77
<SEQUENCE>5
<FILENAME>sicilian10-77.txt
<TEXT>

June 19, 2001

Mr. Michael J. Sicilian
78 Fountain Drive
Ringwood,NJ 07456


         Re:   MIM Health Plans and Subsidiaries
               ---------------------------------

Dear Michael:

         MIM Health  Plans,  Inc., a Delaware  corporation  (the  "Company"),  a
wholly  owned  subsidiary  of MIM  Corporation  ("MIM")  is pleased to offer you
employment as the President of the Company's BioScrip Infusion division,  on the
terms and subject to the conditions set forth below. The terms and conditions of
your employment would be as follows:

1. POSITION AND DUTIES:       President  of  the  Company's   BioScrip  infusion
                              division.

                              In such capacity, you shall be responsible for all
                              sales,  marketing and  operations of the Company's
                              BioScrip   infusion   division,    including   the
                              Company's American Disease Management  Associates,
                              LLC  subsidiary.   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 and MIM'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 MIM's 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
                              $225,000.00  per year,  payable  bi-weekly,  or at
                              such other times as other employees of the Company
                              are paid.

3. LONG-TERM INCENTIVE
    COMPENSATION:             As further compensation hereunder,  effective upon
                              the later to occur of the date you  commence  your
                              employment  with  the  Company  and the  date  you

<PAGE>

                              execute definitive agreements with respect to each
                              such  grant,  the  Company  would grant to you (i)
                              100,000   options   ("Options")  to  purchase  the
                              Company's  common  stock,  par value  $0.0001  per
                              share  ("Common  Stock");  (ii) 5,000  performance
                              units ("Performance Units"),  having the terms and
                              conditions  set  forth in a  definitive  agreement
                              with respect to the Performance  Units;  and (iii)
                              15,000 performance shares  ("Performance  Shares")
                              of Common Stock,  having the terms and  conditions
                              set forth in a definitive  agreement  with respect
                              to the Performance  Shares. The Options shall vest
                              in equal  installments  on the  first,  second and
                              third  anniversary  dates of your employment.  The
                              grant and vesting of your options would be subject
                              to the terms and  conditions set forth in the form
                              of Option Agreement.  Such options shall be priced
                              at the  closing  stock  price on the  trading  day
                              immediately preceding your first day of employment
                              with the Company.

4. TRANSPORTATION
   ALLOWANCE:                 During your  employment,  the Company will provide
                              you with a monthly  allowance of $1000 for the use
                              of an automobile.

5. 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,  including  the  Company's
                              medical  expense  reimbursement  plan (the "MERP")
                              and a life  insurance  policy equal to three times
                              your then annual salary. 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.

                              During  the  first  year of your  employment,  you
                              shall be eligible to  participate in the Company's
                              2001 Cash Bonus Program For Key Employees.  During
                              the first  calendar year of your  employment,  you
                              would  participate pro rata based on the number of
                              days  during  calendar  year  2001  that  you were
                              employed by the Company.


6. 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

<PAGE>

                              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),  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  or MIM,  including,
                              without     limitation,     misappropriation    or
                              embezzlement;   (3)  your  willful  engagement  in
                              conduct  which  is  materially  injurious  to  the
                              Company or MIM;  or (4) your gross  misconduct  in
                              the  performance  of duties as an  employee of the
                              Company  or MIM,  including,  without  limitation,
                              failure to obey lawful written instructions of the
                              Board of  Directors  of the  Company  or MIM,  any
                              committee  thereof or any executive officer of the
                              Company or MIM or failure to correct  any  conduct
                              which   constitutes   a  breach  of  any   written
                              agreement between you and the Company or MIM or of
                              any  written  policy  promulgated  by the Board of
                              Directors  of  either  the  Company  or  MIM,  any
                              committee  thereof or any executive officer of the
                              Company or MIM, 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  or MIM in good faith  deems such  shorter
                              notice   period  to  be   necessary   due  to  the
                              possibility  of material  injury to the Company or
                              MIM).  In addition,  if (A) you are  terminated by

<PAGE>

                              the  Company or MIM (or any  successor  or either)
                              within  one  year of a  "Change  of  Control"  (as
                              defined below) or (B) your salary is reduced after
                              the  Change of  Control  from your  current  level
                              immediately  prior to the  Change of  Control,  or
                              within  such one (1)  year  period,  you  elect to
                              terminate your employment after the Company or MIM
                              or a  successor  entity  materially  reduces  your
                              authority, duties and responsibilities, or assigns
                              you  duties  materially   inconsistent  with  your
                              position or positions with the Company or MIM or a
                              successor entity  immediately prior to such Change
                              of  Control,   (I)  you  shall  receive  severance
                              payments  equal to six months of your then current
                              salary (and  reimbursement  for expenses  incurred
                              prior to the effective date of the  termination of
                              employment;  (II) all outstanding unvested Options
                              granted  to you  (or  hereafter  under  the  Bonus
                              Program)  and held by you  shall  vest and  become
                              immediately  exercisable  and shall  otherwise  be
                              exercisable in accordance with their terms and you
                              shall  become  vested  in  any  pension  or  other
                              deferred   compensation   other  than  pension  or
                              deferred  compensation under a plan intended to be
                              qualified  under  Section  401(a) or 403(a) of the
                              Internal  Revenue Code of 1986,  as amended;  (iv)
                              all  Performance  Units  granted  under  the Bonus
                              Program  and held by you  shall  vest  and  become
                              immediately  payable  at any time and from time to
                              time from and after the  termination  date, at the
                              maximum   target  rate  set  forth  in  the  Bonus
                              Program;  (v) all Performance Shares granted under
                              the Bonus  Program  and held by you shall vest and
                              become   immediately   transferable  free  of  any
                              restrictions on transferability of the Performance
                              Shares  (other  than   restrictions   on  transfer
                              imposed under Federal and state  securities  laws)
                              by you and all other restrictions  imposed thereon
                              shall   cease   other  than  those   restrictions,
                              limitations  and/or  obligations  contained in the
                              Bonus   Program   that   expressly   survive   the
                              termination of your employment with the Company or
                              any successor entity, as the case may be; and (vi)
                              you  shall  have no  further  rights  to any other
                              compensation or benefits hereunder on or after the
                              termination  of  employment  or any  other  rights
                              hereunder.

                              For  purposes  of  this   Agreement,   "Change  of
                              Control"  means the  occurrence  of one or more of
                              the  following:  (i) a "person" or "group"  within
                              the means the meaning of sections  13(d) and 14(d)
                              of the  Securities  and  Exchange Act of 1934 (the
                              "Exchange  Act")  becomes the  "beneficial  owner"
                              (within  the  meaning  of  Rule  l3d-3  under  the
                              Exchange  Act)  of  securities  of MIM  (including
                              options,  warrants,  rights  and  convertible  and
                              exchangeable  securities) representing 30% or more
                              of  the  combined   voting  power  of  MIM's  then
                              outstanding   securities   in  any   one  or  more
                              transactions   unless   approved   by   at   least
                              two-thirds  of  MIM's  Board  of  Directors   then
                              serving  at that  time;  provided,  however,  that
                              purchases by employee  benefit plans of MIM and by
                              MIM or its  affiliates  shall be  disregarded;  or
                              (ii) any sale,  lease,  exchange or other transfer
                              (in  one   transaction  or  a  series  of  related
                              transactions) of all, or substantially all, of the
                              operating assets of MIM or the Company; or (iii) a
                              merger or consolidation, or a transaction having a
                              similar  effect,  where (A) the  Company or MIM is
                              not the surviving corporation, (B) the majority of
                              the Common  Stock of MIM is no longer  held by the
                              stockholders  of  MIM  immediately  prior  to  the
                              transaction,  or (C) the  MIM's  Common  Stock  is
                              converted into cash,  securities or other property
                              (other  than the  common  stock of a company  into
                              which MIM or the Company is  merged),  unless such
                              merger,  consolidation  or similar  transaction is
                              with a  subsidiary  of the  Company or MIM or with
                              another company,  a majority of whose  outstanding
                              capital  stock is owned  by the  same  persons  or
                              entities  who own a majority of MIM's Common Stock

<PAGE>

                              at such  time;  or (iv) at any  annual or  special
                              meeting of  stockholders  of MIM at which a quorum
                              is present (or any  adjournments or  postponements
                              thereof),  or by written  consent in lieu thereof,
                              directors (each a "New Director" and  collectively
                              the "New Directors") then  constituting a majority
                              of MIM's Board of Directors  shall be duly elected
                              to serve as New  Directors  and such New Directors
                              shall have been elected by stockholders of MIM who
                              shall  be  an  (I)   "Adverse   Person(s)";   (II)
                              "Acquiring  Person(s)";  or (III) "40%  Person(s)"
                              (as each of the terms set forth in (I),  (II), and
                              (III) hereof are defined in that  certain  Amended
                              and Restated Rights Agreement, dated May 20, 1999,
                              between MIM and  American  Stock  Transfer & Trust
                              Company, as Rights Agent.

8. RESTRICTIVE COVENANT:      As  a  condition  to  your   employment  with  the
                              Company,  you will be  obligated  to enter  into a
                              restrictive covenant agreement between you and the
                              Company,    covering,    among    other    things,
                              non-competition    provisions,    non-solicitation
                              provisions,  and the  protection  of the Company's
                              trade  secrets.  A  copy  of  the  terms  of  this
                              agreement are attached hereto as Exhibit A.

9. OTHER TERMS:               Your employment,  restrictive covenants and option
                              agreements  will include other customary and usual
                              terms, provisions,  conditions and representations
                              as are found in the Company's similar arrangements
                              with its employees.
<PAGE>

10. CONDITION TO EMPLOYMENT:  Your  employment is conditioned on the approval of
                              your  employment and this letter  agreement by the
                              Board of Directors of the Company.


         Please call me to discuss any  questions or comments  that you may have
regarding  these  terms.  After  I  receive  your  agreement  to the  foregoing,
definitive  documentation  will be prepared.  I look forward to hearing from you
and working with you. Best regards.

                                   Sincerely yours,

                                   MIM HEALTH PLANS, INC.


                                   By:      /s/ Barry A. Posner
                                           ----------------------------
                                   Name:   Barry A. Posner
                                   Title:  Vice President & General Counsel


Agreed to and Accepted By:




/s/ Michael J. Sicilian
-----------------------

Michael J. Sicilian


<PAGE>



                                                                       Exhibit A

                              RESTRICTIVE COVENANTS

         Covenant Against Competition; Other Covenants. You acknowledge that (i)
the  principal  business  of the  Company  (for  purposes  of these  restrictive
covenants,  the "Company" shall include all  subsidiaries  and affiliates of MIM
Corporation, including MIM Health Plans, Inc.) is the provision of a broad range
of  services  designed  to  promote  the  cost-effective  delivery  of  pharmacy
benefits, including pharmacy benefit management services, claims processing, the
purchasing of  pharmaceutical  products on behalf of pharmacy  networks and long
term care facilities  (including  assisted living  facilities and nursing homes)
and specialty  pharmaceutical programs, the provision of infusion pharmaceutical
products  and services and home health care  products and  services,  mail order
pharmacy  services,  including  the  dispensing of  prescription  pharmaceutical
products,  and the sale and  distribution,  on a retail and wholesale  basis, of
OTC's, vitamins, supplements, herbals and other goods typically offered for sale
through a retail,  mail order or internet on-line  pharmacy (such business,  and
any and all other  businesses that after the date hereof,  and from time to time
during the Term,  become  material  with respect to the  Company's  then-overall
business,  herein being  collectively  referred to as the "Business");  (ii) the
Company is dependent on the efforts of a certain  limited  number of persons who
have developed,  or will be responsible  for developing the Company's  Business;
(iii) is national in scope;  (iv) your work for the Company will give you access
to the confidential affairs and proprietary information of the Company; (v) your
covenants and agreements contained in these Restrictive  Covenants are essential
to the business and goodwill of the Company; and (vi) the Company would not have
offered you  employment  but for the covenants and  agreements set forth herein.
Accordingly, you covenant and agree that:

                  (a) At any time  during your  employment  with the Company and
ending one year following (i)  termination of your  employment  with the Company
(irrespective  of the  reason  for  such  termination)  or (ii)  payment  of any
severance,  whichever occurs last, you shall not engage, directly or indirectly,
in sales or  marketing  or  otherwise  assisting  any company or other  business
entity  (which  includes,  without  limitation,   owning,  managing,  operating,
controlling, being employed by, giving financial assistance to, participating in
or being  connected in any material way with any person or entity other than the
Company),  engaged in (i) the  Business or (ii) any  material  component  of the
Business;  provided,  however,  that  the  Executive's  ownership  as a  passive
investor of less than two percent (2%) of the issued and outstanding  stock of a
publicly held corporation shall not be deemed to constitute competition.

                  (b) During and after the period during which you are employed,
you shall keep secret and retain in strictest confidence,  and shall not use for
his benefit or the benefit of others, except in connection with the Business and
affairs of the Company and its affiliates,  all confidential matters relating to
the  Company's  Business  and the business of any of its  affiliates  and to the
Company  and any of its  affiliates,  learned  by you  heretofore  or  hereafter
directly  or  indirectly  from  the  Company  or  any  of  its  affiliates  (the

<PAGE>

"Confidential Company Information"),  including, without limitation, information
with respect to (i) the strategic plans, budgets, forecasts, intended expansions
of product,  service,  or geographic  markets of the Company and its affiliates,
(ii) sales figures, contracts, agreements, and undertakings with or with respect
to  customers,  (iii)  profit  or loss  figures,  and (iv)  customers,  clients,
suppliers,  sources of supply and customer  lists,  and shall not disclose  such
Confidential  Company  Information  to anyone outside of the Company except with
the  Company's  express  written  consent  and except for  Confidential  Company
Information which is at the time of receipt or thereafter becomes publicly known
through no wrongful  act of you or is  received  from a third party not under an
obligation to keep such  information  confidential  and without  breach of these
Restrictive  Covenants or the Agreement.  Notwithstanding  the  foregoing,  this
section  (b) shall not apply to the  extent  that you are  acting to the  extent
necessary to comply with legal process;  provided that in the event that you are
subpoenaed  to testify or to produce any  information  or  documents  before any
court, administrative agency or other tribunal relating to any aspect pertaining
to the Company, you shall immediately notify the Company thereof.

                  (c) During the period commencing on the date hereof and ending
two years following the date upon which you shall cease to be an employee of the
Company or its  affiliates,  you shall not,  without the Company's prior written
consent,  directly  or  indirectly,  (i)  solicit  or  encourage  to  leave  the
employment  or  other  service  of the  Company  or any of its  affiliates,  any
employee or independent  contractor thereof or hire (on your behalf or any other
person or  entity)  any  employee  or  independent  contractor  who has left the
employment or other service of the Company or any of its  affiliates  within one
year  of  the  termination  of  such  employee's  or  independent   contractor's
employment  or  other  service  with the  Company  and its  affiliates,  or (ii)
solicit,  contact,  market to,  work for,  or assist  others in  soliciting  any
customer or client of the Company  with whom the Company was in contact  with or
was  providing  goods  and  services  to at the  time  of  your  termination  of
employment with the Company.  During such period, you will not, whether for your
own account or for the account of any other person,  firm,  corporation or other
business organization,  intentionally interfere with the Company's or any of its
affiliates'  relationship  with,  or endeavor to entice away from the Company or
any of its  affiliates,  any person who during the Term is or was a customer  or
client of the Company or any of its affiliates.

                  (d) All memoranda,  notes,  lists,  records,  property and any
other tangible product and documents (and all copies thereof) made,  produced or
compiled by you or made  available to you concerning the Business of the Company
and its affiliates shall be the Company's property and shall be delivered to the
Company at any time on request.


<PAGE>




 Rights and Remedies upon Breach of Restrictive Covenants.

                  (a) You acknowledge and agree that any breach by him of any of
the provisions of sections (a) through (d) above (the  "Restrictive  Covenants")
would result in irreparable  injury and damage for which money damages would not
provide an adequate remedy.  Therefore,  if you breach,  or threaten to commit a
breach of, any of the  Restrictive  Covenants,  the Company  and its  affiliates
shall have the following rights and remedies,  each of which rights and remedies
shall be  independent of the other and severally  enforceable,  and all of which
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies  available to the Company and its affiliates under law or in
equity (including, without limitation, the recovery of damages):

                  (b) The right and  remedy  to have the  Restrictive  Covenants
specifically  enforced  (without  posting  bond  and  without  the need to prove
damages) by any court having equity jurisdiction, including, without limitation,
the  right  to an  entry  against  you of  restraining  orders  and  injunctions
(preliminary, mandatory, temporary and permanent) against violations, threatened
or actual, and whether or not then continuing, of such covenants.

                  (c) The right and remedy to require you to account for and pay
over to the  Company  and its  affiliates  all  compensation,  profits,  monies,
accruals,  increments or other benefits  (collectively,  "Benefits")  derived or
received by you as the result of any  transactions  constituting a breach of the
Restrictive  Covenants,  and you shall account for and pay over such Benefits to
the Company and, if applicable, its affected affiliates.

                  (d) You agree that in any action seeking specific  performance
or other  equitable  relief,  you will not  assert  or  contend  that any of the
provisions  of  these  Restrictive   Covenants  are  unreasonable  or  otherwise
unenforceable.  The  existence  of any claim or cause of action by you,  whether
predicated on the Agreement or otherwise,  shall not constitute a defense to the
enforcement of the Restrictive Covenants.

Agreed to and accepted by:


/s/ Michael J. Sicilian
--------------------------
Michael J. Sicilian

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</DOCUMENT>
