MIM CORP
CORPORATE INTEGRITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CORPORATE INTEGRITY AGREEMENT
<TEXT>


                         CORPORATE INTEGRITY AGREEMENT
                                  BETWEEN THE
                          OFFICE OF INSPECTOR GENERAL
                                     OF THE
                    DEPARTMENT OF HEALTH AND HUMAN SERVICES
                                      AND
                                MIM CORPORATION

I.          PREAMBLE

            MIM Corporation  ("MIM") hereby enters into this Corporate Integrity
Agreement  ("CIA")  with the Office of Inspector  General  ("OIG") of the United
States Department of Health and Human Services ("HHS") to ensure compliance with
the  requirements  of  Medicare,  Medicaid  and all other  Federal  health  care
programs (as defined in 42 U.S.C.  ss.  1320a-7b(f))  (hereinafter  collectively
referred to as the "Federal health care  programs"),  by MIM, its  subsidiaries,
and their employees and agents, including independent contractors, who provide a
health care item or service paid for directly or indirectly by a Federal  health
care program  (hereinafter,  "Covered Persons").  Pharmacy networks for whom MIM
provides  pharmacy benefit  management  services are not Covered Persons.  MIM's
compliance with the terms and conditions in this CIA shall constitute an element
of MIM's  present  responsibility  with regard to  participation  in the Federal
health care  programs.  Contemporaneously  with this CIA, MIM is entering into a
Settlement


                                       1
<PAGE>


Agreement with the United States, and this CIA is incorporated by reference into
the Settlement Agreement.

            On  November  5,  1999,  MIM  provided  to the OIG a copy  of  MIM's
compliance  manual  entitled  MIM  Corporation,   LEGAL  AND  ETHICAL  POLICIES,
COMPLIANCE MANUAL, October 1999 ("the MIM Compliance Manual"). The MIM Corporate
Integrity  Program  described  herein is intended to supplement MIM's compliance
efforts and policies  described in the MIM Compliance  Manual.  MIM's Compliance
Manual  makes  clear  that if  there  should  be an  inconsistency  between  the
Compliance  Manual and this CIA, the CIA shall control.  If MIM becomes aware of
any  remaining  inconsistencies,  MIM shall amend the MIM  Compliance  Manual to
conform to the CIA.

II. TERM OF THE CIA

            The period of the compliance  obligations  assumed by MIM under this
CIA  shall  be five  (5)  years  from the  effective  date of this  CIA  (unless
otherwise  specified).  The effective date of this CIA will be the date on which
the final signatory of this CIA executes this CIA (the "effective date").

III. CORPORATE INTEGRITY OBLIGATIONS

            MIM shall establish a compliance program that includes the following
elements.

           A. COMPLIANCE  OFFICER.  The MIM Compliance  Manual  identifies MIM's
Compliance  Officer (see,  MIM Compliance  Manual,  section 1). For at least the
duration of this CIA,  MIM shall  continue to employ an  individual  to serve as
Compliance Officer,


                                       2
<PAGE>



who shall be responsible for developing and implementing  policies,  procedures,
and practices  designed to ensure  compliance with the requirements set forth in
this CIA and with the  requirements of the Federal health care programs.  For at
least the duration of this CIA, the  Compliance  Officer shall  continue to be a
member of senior  management  of MIM,  shall make  regular (at least  quarterly)
reports regarding  compliance matters directly to the CEO and/or to the Board of
Directors of MIM and shall be  authorized to report to the Board of Directors at
any  time  at his or her  sole  discretion.  The  Compliance  Officer  shall  be
responsible  for  monitoring  the  day-to-day  activities  engaged  in by MIM to
further its compliance objectives,  as well as any reporting obligations created
under this CIA. In the event a new  Compliance  Officer is appointed  during the
term of this CIA, MIM shall notify the OIG, in writing, within fifteen (15) days
of that person assuming the position.

            B. WRITTEN STANDARDS. The MIM Compliance Manual establishes Policies
and Procedures including a Code of Conduct (see, MIM Compliance Manual,  section
1). The MIM Compliance Manual also contains  Statements of Corporate Policy that
establish Policies and Procedures in several areas, including the following: (1)
Compliance  with Legal and Ethical  Policies;  (2) Reporting  and  Investigating
Suspected  Violations of Legal and Ethical Policies;  (3) Remedies and Sanctions
for  Violations  of  Legal  and  Ethical  Policies;  (4)  Compliance  with  Laws
Regulating Pharmacy Benefit Managers;  (5) Conflicts of Interest; (6) Sanctioned
Individuals;  (7)  Contact  with the Press and  Government  Agencies  (see,  MIM
Compliance  Manual,  sections  2, 3, 4, 5,  10,  15 and 20,  respectively).  The
Policies  and  Procedures  specifically  address the need to avoid  conflicts of
interest and the payment or receipt of unlawful  remuneration when soliciting or
referring  business  related to Federal health care programs.  In addition,  the
Policies  and  Procedures  include  disciplinary   guidelines  and  methods  for
employees to make  disclosures or otherwise  report on compliance  issues to MIM
management  through  the  Confidential  Disclosure  Program  required by section
III.E, below.

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<PAGE>

            For at least the  duration  of this  CIA,  MIM  shall  maintain  the
written  Policies and  Procedures  regarding the  operation of MIM's  compliance
program and its  compliance  with all Federal  and State  health care  statutes,
regulations  and  guidelines,  including the  requirements of the Federal health
care programs. The Policies and Procedures shall, at a minimum, set forth:

           a.  MIM's   commitment   to  full   compliance   with  all  statutes,
           regulations,   and  guidelines  applicable  to  Federal  health  care
           programs,  including its  commitment  to prepare and submit  accurate
           billings  consistent with Federal health care program regulations and
           procedures  or  instructions  otherwise  communicated  to  MIM by the
           Health Care Financing  Administration  ("HCFA") (or other appropriate
           regulatory   agencies)  and  the  State  of  Tennessee  and/or  their
           respective agents;



                                       4
<PAGE>

           b. MIM's  requirement that all Covered  Persons,  when employed by or
           doing  business  with  MIM,  shall be  expected  to  comply  with all
           statutes,  regulations,  and guidelines  applicable to Federal health
           care programs and with MIM's own Policies and  Procedures  (including
           the requirements of this CIA);

           c. the  requirement  that all Covered  Persons,  when  employed by or
           doing  business  with MIM,  shall be  expected  to  report  suspected
           violations  of any statute,  regulation,  or guideline  applicable to
           Federal health care programs or of MIM's own Policies and Procedures;

           d. the possible  consequences  to both MIM and to any  subsidiary  or
           Covered Person when employed by or doing business with MIM of failure
           to comply with all statutes,  regulations,  and guidelines applicable
           to Federal  health  care  programs  and with MIM's own  Policies  and
           Procedures or of failure to report such non-compliance; and



                                       5
<PAGE>

           e.  the  right  of  all  Covered  Persons  to  use  the  confidential
           disclosure  program,  as well as MIM's commitment to  confidentiality
           and non-retaliation with respect to disclosures.

            Within one hundred and twenty  (120) days of the  effective  date of
the CIA,  each Covered  Person  shall  certify,  in writing,  that he or she has
received,  read, understands,  and will abide by the Policies and Procedures set
forth  in MIM's  Compliance  Manual.  New  Covered  Persons  shall  receive  the
Compliance  Manual and shall complete the required  certification  within thirty
(30) days after the commencement of their employment or independent  contract or
within one  hundred  and twenty  (120)  days of the  effective  date of the CIA,
whichever is later. In addition,  MIM shall make the promotion of, and adherence
to, the Policies and  Procedures an element in  evaluating  the  performance  of
managers,  supervisors, and all other Covered Persons. MIM shall make compliance
staff  and/or  supervisors  available  to  explain  any  and  all  Policies  and
Procedures to any inquiring Covered Persons.

            MIM will annually  review the Policies and  Procedures and will make
any necessary revisions. These revisions shall be distributed within thirty (30)
days of the effective date of any such change.  Covered Persons shall certify on
an annual basis that they have received,  read, understand and will abide by the
Policies and  Procedures set forth in the  Compliance  Manual.  A summary of the
Policies and Procedures  will be provided to OIG in the  Implementation  Report.
The Policies and Procedures will be available to OIG upon request.


                                       6
<PAGE>



            C.  TRAINING AND EDUCATION.1

           1. General Training.  Within one hundred and twenty (120) days of the
effective  date of this CIA, MIM shall provide at least one (1) hour of "General
Training," as described  below,  to each Covered Person.  This General  Training
shall explain:

           a.         MIM's Corporate Integrity Agreement requirements;

           b.         MIM's  Compliance  Program  (including  the  Policies  and
                      Procedures as they pertain to general compliance issues);

           c.         fraud  and abuse  risk  areas  that  pertain  to  pharmacy
                      benefit  managers,  particularly  those that contract with
                      managed care organizations.

General Training materials shall be made available to the OIG, upon request.

            New Covered  Persons  shall receive the General  Training  described
above within thirty (30) days of the beginning of their employment or within one
hundred and twenty (120) days after the effective date of this CIA, whichever is
later.  Each Covered Person shall receive  retraining in General  Training on an
annual basis.

1/ The training and  education  requirements  of this CIA do not apply to agents
and  independent  contractors  in the  case of  short-term  workers  who are not
reasonably  expected to work more than one month, except to the extent that such
individual actually works in excess of one month during a 12-month period.

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<PAGE>

           2. Specific Training. Within one hundred and twenty (120) days of the
effective  date of this CIA,  each  Covered  Person who is involved  directly or
indirectly in one or more of the following  activities shall receive training as
described  in  Attachment  A hereto  (Training  Breakdown),  in  addition to the
general  training  required above to address the fraud and abuse risk areas that
he or she  should  consider  when  carrying  out one or  more  of the  following
activities:

           a.         processing claims and pharmacy auditing;



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<PAGE>

           b.         negotiating     with     pharmaceutical     manufacturers,
                      distributors or retailers;

           c.         handling   physician   and  consumer   problems  with  the
                      formulary and/or the drug benefit in question;

           d.         managing  compliance  with the  applicable  drug formulary
                      (including,  but  not  limited  to,  processing  medically
                      necessary exception requests);

           e.         providing disease management services; or

           f.         collecting   utilization   data   for   a   managed   care
                      organization or other applicable payor(s);

           g.         sales and marketing;

           h.         supervision of claims processing personnel; or

           i.         supervision of non-claims processing personnel.



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<PAGE>

At a  minimum,  this  Specific  Training  shall  include  a  discussion  of  the
following:

           a.         the applicable  reimbursement  rules and principles of the
                      Federal health care program(s) in question;

           b.         the legal  sanctions  for  improper  billings  to  Federal
                      health care programs;

           c.         the prohibition  against  improper  claims  processing for
                      Federal health care programs, including but not limited to
                      the  failure to  process  claims or  inexcusable  delay in
                      processing claims;



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<PAGE>

           d.         the prohibitions against paying or receiving  remuneration
                      to induce  referrals as they relate to Federal health care
                      programs;

           e.         the issues of medical necessity and overutilization in the
                      fee-for-service   context  and   underutilization  in  the
                      managed care context;

           f.         special  issues  related to  pharmacy  benefit  management
                      companies  in  Federal  health  care  programs  and  their
                      relationships    with    managed    care    organizations,
                      pharmaceutical manufacturers,  pharmacists, physicians and
                      beneficiaries; and

           g.         the  legal  sanctions  for  making  false   statements  in
                      connection with Federal health care programs.



                                       11
<PAGE>

Specific  Training  materials  shall be made  available  to OIG,  upon  request.
Persons providing the Specific Training must be knowledgeable  about the subject
areas. New Covered Persons shall receive the Specific  Training  described above
within  thirty  (30) days of the  beginning  of their  employment  or within one
hundred and twenty (120) days after the effective date of this CIA, whichever is
later.  Each year,  every  Covered  Person  subject to these  Specific  Training
requirements  shall receive  annual  retraining  in the subject areas  described
above  for a period  of time  that is at  least  half of the  Specific  Training
requirement  for  applicable  new  Covered  Persons,  but in no  event  will the
Specific Training retraining be less than one hour.

           3. Certification. Each Covered Person shall certify, in writing, that
he or she has attended the required  training.  The certification  shall specify
the type of training  received and the date  received.  The  Compliance  Officer
shall retain the  certifications,  along with specific course  materials.  These
shall be made available to OIG upon request.

            D. REVIEW PROCEDURES. MIM shall retain one or more entity(ies), such
as  accounting,   auditing,   law  (as  appropriate),   or  consulting   firm(s)
(hereinafter "Independent Review Organization(s)"), to perform review procedures
to assist MIM in  assessing  the  adequacy of its drug  benefit  management  and
compliance  practices  pursuant to this CIA. This shall be an annual requirement
and shall cover a twelve (12) month period. The Independent Review  Organization
must have expertise in the claims processing,  formulary  management,  reporting
and other  requirements of the Federal health care programs from which MIM seeks
reimbursement either directly or indirectly. The Independent Review Organization
must be  retained  to conduct the audit of the first year within one hundred and
twenty (120) days of the effective date of this CIA.



                                       12
<PAGE>

            The  Independent  Review  Organization  will  conduct  two  separate
engagements.  One will be an  analysis  of MIM's  claims  processing,  formulary
management, reporting and other requirements of the Federal health care programs
to assist MIM and OIG in determining  compliance  with all applicable  statutes,
regulations, and directives/guidance ("drug-benefit management engagement"). The
second  engagement  will  determine  whether MIM is in compliance  with this CIA
("compliance engagement").

           1. Drug-Benefit  Management Engagement.  The drug-benefit  management
engagement  shall consist of a review of a statistically  valid sample of claims
that can be  projected  to the  population  of claims for  Federal  health  care
programs  processed  by MIM for the  relevant  period.  The sample size shall be
determined through the use of a probe sample. At a minimum, the full sample must
be within a ninety (90) percent  confidence level and a precision of twenty-five
(25)  percent.  The probe  sample must contain at least thirty (30) sample units
and  cannot be used as part of the full  sample.  Both the probe  sample and the
sample must be selected  through random  numbers.  MIM shall use OIG's Office of
Audit Services Statistical  Sampling Software,  also known as "RAT-STATS," which
is available through the Internet at "www.hhs.gov/progorg/oas/ratstat.html".

           Each annual drug-benefit management engagement analysis shall include
the following components in its methodology:



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<PAGE>

           a.         Drug-Benefit  Management Engagement Objective: A statement
                      stating  clearly the objective  intended to be achieved by
                      the drug-benefit  management  engagement and the procedure
                      or  combination  of  procedures  that will be  applied  to
                      achieve the objective.

           b.         Drug-Benefit  Management Engagement  Population:  Identify
                      the population, which is the group about which information
                      is needed.  Explain  the  methodology  used to develop the
                      population and provide the basis for this determination.

           c.         Sources of Data:  Provide a full description of the source
                      of the information upon which the drug benefit  management
                      engagement  conclusions will be based, including the legal
                      or other standards applied, documents relied upon, payment
                      data, and/or any contractual obligations.



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<PAGE>

           d.         Sampling Unit:  Define the sampling unit,  which is any of
                      the  designated  elements that comprise the  population of
                      interest.

           e.         Sampling Frame:  Identify the sampling frame, which is the
                      totality of the sampling  units from which the sample will
                      be selected.

           The drug-benefit management engagement shall provide:



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<PAGE>

           a.         findings  regarding  the accuracy  and  integrity of MIM's
                      drug-benefit management system (including, but not limited
                      to, its strengths and weaknesses,  internal controls,  and
                      effectiveness);

           b.         findings  regarding  whether  MIM is  properly  processing
                      claims  reimbursed by Federal health care programs  (i.e.,
                      properly  reimbursing  providers  for goods  and  services
                      provided to Federal health care program beneficiaries).

           c.         findings  regarding MIM's procedures to correct inaccurate
                      or untimely claims processing;

           d.         findings  regarding  any  problems  revealed  by the audit
                      regarding MIM's contractual  dealings with  manufacturers,
                      distributors and retailers; and

           e.         findings  regarding  the  steps MIM is taking to bring its
                      operations   into   compliance  or  to  correct   problems
                      identified by the audit.



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<PAGE>

           2. Compliance  Engagement.  An Independent Review  Organization shall
also conduct a  compliance  engagement  that shall  provide  findings  regarding
whether MIM's program,  policies,  procedures,  and  operations  comply with the
terms of this CIA. This  engagement  shall include  section by section  findings
regarding the requirements of this CIA.

            A  complete  copy  of  the  Independent   Review   Organization(s)'s
drug-benefit  management  engagement and compliance engagement shall be included
in each of MIM's Annual Reports to OIG.

           3. Disclosure of Overpayments and Reportable  Events. If, as a result
of these engagements,  MIM or the Independent Review Organization(s)  identifies
any claims processing, formulary management or other policies, procedures and/or
practices  that result in an  overpayment  from or Reportable  Event (defined in
section  III.H)  related to any Federal  health care program or its agents,  MIM
shall follow the Reporting procedures set forth below at section III.H.

           4. Verification/Validation. In the event that the OIG determines that
it is necessary  to conduct an  independent  review to determine  whether or the
extent to which MIM is  complying  with its  obligations  under  this CIA,  upon
receipt of notice and explanation  from the OIG of the need for such independent
review,  MIM agrees to pay for the reasonable cost of any such review by the OIG
or any of its designated agents.



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<PAGE>

           E. CONFIDENTIAL  DISCLOSURE PROGRAM.  Within one-hundred twenty (120)
days after the effective date of this CIA, MIM shall implement (to the extent it
has not  already  done so) the  Confidential  Disclosure  Program  described  at
Chapters 3 and 4 of its Compliance  Manual,  which program must include measures
(E.G., a toll-free compliance telephone line) to enable Covered Persons or other
individuals  to disclose to the  Compliance  Officer or some other person who is
not in the reporting  individual's  chain of command,  any identified  issues or
questions  associated with MIM's policies,  practices or procedures with respect
to  the  Federal  health  care  program,   believed  by  the  individual  to  be
inappropriate.  As  provided in MIM's  Compliance  Manual,  all Covered  Persons
working for MIM are required to report suspected legal or compliance violations.
In addition to describing  the hotline in the MIM Compliance  Manual,  MIM shall
publicize  the  existence of the hotline  (E.G.,  in e-mails to employees and by
posting the hotline number in prominent common areas).

           The    Confidential    Disclosure    Program   shall    emphasize   a
NON-RETRIBUTION, NON-RETALIATION policy, and shall include a reporting mechanism
for  ANONYMOUS,  CONFIDENTIAL  communication.  Upon receipt of a complaint,  the
Compliance  Officer (or designee)  shall gather the information in such a way as
to elicit all relevant  information  from the  individual  reporting the alleged
misconduct.  The Compliance  Officer (or designee) shall make a preliminary good
faith inquiry into the allegations set forth in every  disclosure to ensure that
he or she has obtained all of the information  necessary to determine  whether a
further  review should be conducted.  For any  disclosure  that is  sufficiently
specific  so  that  it   reasonably:   (1)  permits  a   determination   of  the
appropriateness  of  the  alleged  improper   practice,   and  (2)  provides  an
opportunity for taking corrective  action,  MIM shall conduct an internal review
of the  allegations  set  forth in such a  disclosure  and  ensure  that  proper
follow-up is conducted.

           The Compliance Officer shall maintain a confidential  disclosure log,
which shall include a record and summary of each allegation received, the status
of the respective investigations, and any corrective action taken in response to
the investigation.

           F. INELIGIBLE PERSONS.



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<PAGE>

           1. Definition. For purposes of this CIA, an "Ineligible Person" shall
be any individual or entity who: (i) is currently excluded,  suspended, debarred
or otherwise  ineligible to participate in the Federal health care programs;  or
(ii) has been convicted of a criminal offense related to the provision of health
care items or services and has not been  reinstated  in the Federal  health care
programs after a period of exclusion, suspension, debarment, or ineligibility.

           2.  Screening   Requirements.   MIM  shall  not  hire  or  engage  as
contractors  any Ineligible  Person.  To prevent hiring or contracting  with any
Ineligible  Person,  MIM shall screen all  prospective  Covered Persons prior to
engaging their services by (i) requiring applicants to disclose whether they are
Ineligible  Persons,  and (ii) reviewing the General  Services  Administration's
List of Parties Excluded from Federal Programs  (available  through the Internet
at  http://www.arnet.gov/epls)   and  the  HHS/OIG  Cumulative  Sanction  Report
(available through the Internet at http://www.dhhs.gov/progorg/oig) (these lists
and reports will hereinafter be referred to as the "Exclusion Lists").

           3. Review and  Removal  Requirement.  Within  ninety (90) days of the
effective date of this CIA, MIM will review its list of current  Covered Persons
against the Exclusion Lists. Thereafter, MIM will review the list semi-annually.
If MIM has notice that a Covered  Person has become an  Ineligible  Person,  MIM
will remove such person from  responsibility  for, or  involvement  with,  MIM's
business operations related to the Federal health care programs and shall remove
such  person from any  position  for which the  person's  salary or the items or
services  rendered,  ordered,  or  prescribed by the person are paid in whole or
part, directly or indirectly,  by Federal health care programs or otherwise with
Federal  funds at  least  until  such  time as the  person  is  reinstated  into
participation in the Federal health care programs.



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<PAGE>

           4. Pending Charges and Proposed Exclusions.  If MIM has notice that a
Covered Person is charged with a criminal  offense related to any Federal health
care  program,  or is  suspended  or proposed  for  exclusion  during his or her
employment  or contract  with MIM,  within 10 days of receiving  such notice MIM
will remove such individual from  responsibility for, or involvement with, MIM's
business  operations  related to the  Federal  health care  programs  until such
criminal action, suspension, or proposed exclusion is resolved.

           G. NOTIFICATION OF PROCEEDINGS. Within thirty (30) days of discovery,
MIM  shall  notify  OIG,  in  writing,  of any  ongoing  investigation  or legal
proceeding of which it is aware conducted or brought by a governmental entity or
its agents involving an allegation that MIM has committed a crime or has engaged
in  fraudulent  activities or any other knowing  misconduct.  This  notification
shall include a description of the allegation, the identity of the investigating
or prosecuting agency, and the status of such investigation or legal proceeding.
MIM shall also  provide  written  notice to OIG within  thirty  (30) days of the
resolution  of the  matter,  and shall  provide  OIG with a  description  of the
findings and/or results of the proceedings, if any.

           H. REPORTING.



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<PAGE>

           1.  Reporting of  Overpayments.  If, at any time,  MIM  identifies or
learns of any billing,  coding or other policies,  procedures  and/or  practices
that  result in an  overpayment,  MIM shall  notify  the payor  (E.G.,  TennCare
managed care organization or Medicaid agency or Medicare fiscal  intermediary or
carrier,  as applicable) using any prescribed form of such payor, within 30 days
of discovering that an overpayment has been made, and take remedial steps within
a time  frame  agreed  to with  the  payor to  correct  the  problem,  including
preventing the underlying problem and the overpayments from recurring. Where the
payor has no prescribed form, the notice to the payor shall include:

           a.         a statement that the refund is being made pursuant to this
                      CIA;

           b.         a description  of the complete  circumstances  surrounding
                      the overpayment;



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<PAGE>

           c.         the methodology by which the overpayment was determined;

           d.         the amount of the overpayment;

           e.         any  claim-specific  information  used  to  determine  the
                      overpayment  (E.G.,  beneficiary  health insurance number,
                      claim number, --- service date, and payment date);

           f.         the  provider   identification   number  under  which  the
                      repayment is being made.



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<PAGE>

Where it is not feasible for MIM to include all such  information  in the notice
within the time frame specified,  MIM shall specify in the notice the time frame
in which it can reasonably furnish this information to the payor.

           2.  Reporting  of  Reportable   Events.  If  MIM  determines  that  a
Reportable  Event has occurred,  MIM shall notify the OIG within 30 days of such
determination.  If the  Reportable  Event results in an  overpayment,  MIM shall
notify the OIG at the same time as the notice to the payor and shall include all
of the  information  required by section  III.H.1  plus:  (i) the payor's  name,
address, and contact person where the overpayment was sent; and (ii) the date of
the check and identification number (or electronic  transaction number) on which
the overpayment was repaid.  Regardless of whether the Reportable Event resulted
in an overpayment, MIM shall report to the OIG the following:

           a.         a complete description of the Reportable Event,  including
                      the  relevant  facts,  persons  involved,  and  legal  and
                      program authorities;



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<PAGE>

           b.         MIM's actions to correct the Reportable Event; and

           c.         any  further  steps  MIM  plans  to take to  address  such
                      Reportable Event and prevent it from recurring.

           3.  Definition  of  "Overpayment."  For  purposes  of  this  CIA,  an
"overpayment"  shall mean the amount of money MIM has  received in excess of the
amount due and payable  pursuant  to Federal  health  care  programs'  statutes,
regulations  or  program  directives   applicable  to  MIM,  including  carrier,
intermediary,   Medicaid   agency  and  TennCare   managed   care   organization
instructions.

           4.  Definition  of  "Reportable  Event." For  purposes of this CIA, a
"Reportable Event" means anything that involves: (i) a substantial  overpayment;
or (ii) a matter that a reasonable  person would consider a potential  violation
of criminal,  civil or administrative laws applicable to any Federal health care
program for which penalties or exclusion are authorized.


                                       24
<PAGE>


IV.         NEW  LOCATIONS

            In the event that MIM purchases or  establishes  new business  units
after the  effective  date of this CIA, MIM shall notify OIG of this fact within
thirty  (30) days of the date of purchase or  establishment.  This  notification
shall include the location of the new  operation(s),  phone number,  fax number,
Federal health care program provider  number(s) (if any), and the  corresponding
payor(s) (contractor specific) that has issued each provider number. All Covered
Persons at such locations shall be subject to the  requirements in this CIA that
apply to new Covered  Persons (E.G.,  completing  certifications  and undergoing
training).

V.          IMPLEMENTATION AND ANNUAL REPORTS



                                       25
<PAGE>

           A.  IMPLEMENTATION  REPORT.  Within one  hundred and fifty (150) days
after the effective  date of this CIA, MIM shall submit a written  report to OIG
summarizing the status of its  implementation  of the  requirements of this CIA.
This Implementation Report shall include:

           1. any changes to the identity and position of the Compliance Officer
           required by section III.A,  from the description  currently set forth
           at Section 1 of the MIM Compliance Manual;

           2. any further  revisions  made to MIM's  Policies and Procedures set
           forth in the MIM  Compliance  Manual  in order  to  bring  them  into
           compliance with this CIA;

           3. a description of the training  programs required by section III.C,
           including a description  of the targeted  audiences and a schedule of
           when the training sessions were held;



                                       26
<PAGE>

           4. a certification by the Compliance Officer that:

                      a.         the Policies and Procedures required by section
                                 III.B   have   been   developed,    are   being
                                 implemented,  and have been  distributed to all
                                 pertinent Covered Persons;

                      b.         all  Covered   Persons   have   completed   the
                                 Compliance  Manual  certification  required  by
                                 section III.B; and

                      c.         all Covered Persons have completed the training
                                 and  executed  the  certification  required  by
                                 section III.C.



                                       27
<PAGE>

           5. a description of the confidential  disclosure  program required by
           section III.E;

           6. the identity of the  Independent  Review  Organization(s)  and the
           proposed start and completion date of the first audit;

           7. a summary of personnel  actions taken  pursuant to section  III.F;
           and

           8. a  summary  of  any  reporting  undertaken  pursuant  to  sections
           III.D.3. and/or III.H since the effective date of this CIA.

           B.  ANNUAL  REPORTS.  MIM shall  submit to OIG an Annual  Report with
respect to the status and findings of MIM's compliance activities.




                                       28
<PAGE>

The Annual Reports shall include:

           1.  any  change  in  the  identity  or  position  description  of the
           Compliance Officer described in section III.A;

           2. a certification by the Compliance Officer that:

                      a.         all Covered  Persons have  completed the annual
                                 Compliance  Manual  certification  required  by
                                 section III.B; and

                      b.         all Covered Persons have completed the training
                                 and  executed  the  certification  required  by
                                 section III.C.

           3.  notification  of any changes or  amendments  to the  Policies and
           Procedures  required  by  section  III.B  and the  reasons  for  such
           changes;

           4. a complete copy of the report prepared pursuant to the Independent
           Review  Organization(s)'s   drug-benefit  management  and  compliance
           engagement, including a copy of the methodology used;

           5. MIM's response/corrective  action plan to any issues raised by the
           Independent Review Organization;



                                       29
<PAGE>

           6. a  summary  of  the  Reportable  Events  and  misconduct  reported
           throughout the course of the previous  twelve (12) months pursuant to
           III.D.3 and III.H.

           7. a report of the aggregate  overpayments that have been returned to
           the Federal health care programs that were  discovered as a direct or
           indirect result of implementing this CIA.  Overpayment amounts should
           be broken  down into the  following  categories:  Medicare,  Medicaid
           (report each applicable state  separately),  and other Federal health
           care programs;

           8. a copy of the  confidential  disclosure  log  required  by section
           III.E;

           9. a description of any personnel action (other than hiring) taken by
           MIM as a result of the obligations in section III.F;

           10.  a  summary   describing  any  ongoing   investigation  or  legal
           proceeding known to MIM conducted or brought by a governmental entity
           involving an allegation that MIM has committed a crime or has engaged
           in fraudulent activities, which should have been reported pursuant to
           section  III.G.  The  summary  shall  include  a  description  of the
           allegation,  the identity of the investigating or prosecuting agency,
           and the status of such  investigation,  legal  proceeding or requests
           for information;

           11. a corrective  action plan to address the probable  violations  of
           law identified in section III.H; and



                                       30
<PAGE>

           12. a listing  of all of MIM's  locations  (including  locations  and
           mailing addresses),  the corresponding name under which each location
           is doing business,  the corresponding  phone numbers and fax numbers,
           each location's  Federal health care program provider  identification
           number(s)  and the payor  (specific  contractor or State agency) that
           issued each provider identification number.

           The first  Annual  Report  shall be received by the OIG no later than
one year and ninety (90) days after the effective  date of this CIA.  Subsequent
Annual  Reports  shall be  submitted  no later  than  sixty  (60) days after the
anniversary date of the effective date of this CIA.

           C. CERTIFICATIONS. The Implementation Report and Annual Reports shall
include a  certification  by the  Compliance  Officer  under penalty of perjury,
that: (1) MIM is in compliance with all of the  requirements of this CIA, to the
best of his or her knowledge;  and (2) the  Compliance  Officer has reviewed the
Report and has made reasonable  inquiry regarding its content and believes that,
upon such inquiry, the information is accurate and truthful.

VI.         NOTIFICATIONS AND SUBMISSION OF REPORTS

           Unless otherwise  stated in writing  subsequent to the effective date
of this CIA,  all  notifications  and reports  required  under this CIA shall be
submitted to the entities listed below:


                                       31
<PAGE>


OIG:

Civil Recoveries Branch - Compliance Unit

                                    Office of Counsel to the Inspector General
                                    Office of Inspector General
                                    U.S. Department of Health and Human Services
                                    Cohen Building, Room 5527
                                    330 Independence Avenue, SW
                                    Washington, DC 20201
                                    Phone       202.619.2078
                                    Fax         202.205.0604



MIM:

                                    Barry A. Posner, Esq.
                                    Vice President & General Counsel
                                    MIM Corporation
                                    100 Clearbrook Road
                                    Elmsford, NY 10523





                                       32
<PAGE>

VII.        OIG INSPECTION, AUDIT AND REVIEW RIGHTS

            In addition to any other rights OIG may have by statute, regulation,
or contract,  OIG or its duly  authorized  representative(s),  may examine MIM's
books,  records, and other documents and supporting materials for the purpose of
verifying and evaluating:  (a) MIM's  compliance with the terms of this CIA; and
(b) MIM's  compliance with the  requirements of the Federal health care programs
in  which it  participates.  The  documentation  described  above  shall be made
available  by  MIM  to  OIG or  its  duly  authorized  representative(s)  at all
reasonable  times  for  inspection,  audit  or  reproduction.  Furthermore,  for
purposes of this  provision,  OIG or its duly authorized  representative(s)  may
interview  any of MIM's  Covered  Persons who consent to be  interviewed  at the
individual's  place of business  during normal  business  hours or at such other
place and time as may be mutually  agreed upon between the  individual  and OIG.
MIM  agrees to assist  OIG in  contacting  and  arranging  interviews  with such
Covered Persons upon OIG's request.  MIM's employees may elect to be interviewed
with or without a representative of MIM present.

VIII.       DOCUMENT AND RECORD RETENTION



                                       33
<PAGE>

            MIM shall maintain for inspection all documents and records relating
to  reimbursement  from the Federal  health care programs or to compliance  with
this CIA,  one year  longer  than the term of this CIA (or  longer if  otherwise
required by law).

IX.  DISCLOSURES

            Subject to HHS's Freedom of Information Act ("FOIA") procedures, set
forth in 45 C.F.R.  Part 5, the OIG shall make a reasonable effort to notify MIM
prior to any  release by OIG of  information  submitted  by MIM  pursuant to its
obligations  under  this  CIA and  identified  upon  submission  by MIM as trade
secrets,  commercial or financial  information  and privileged and  confidential
under the FOIA rules.  MIM shall refrain from  identifying  any  information  as
trade  secrets,   commercial  or  financial   information   and  privileged  and
confidential that does not meet the criteria for exemption from disclosure under
FOIA.



                                       34
<PAGE>

X.          BREACH AND DEFAULT PROVISIONS

            MIM  is  expected  to  fully  and  timely  comply  with  all  of the
obligations  herein  throughout the term of this CIA or other time frames herein
agreed to.

           A.   STIPULATED   PENALTIES   FOR  FAILURE  TO  COMPLY  WITH  CERTAIN
OBLIGATIONS.  As a contractual  remedy, MIM and OIG hereby agree that failure to
comply with certain obligations set forth in this CIA may lead to the imposition
of the following  monetary  penalties  (hereinafter  referred to as  "Stipulated
Penalties") in accordance with the following provisions.

           1. A Stipulated Penalty of $2,500 (which shall begin to accrue on the
day  after  the  date  the  obligation  became  due)  for  each  day,  beginning
one-hundred  twenty  (120)  days  after  the  effective  date  of  this  CIA and
concluding at the end of the term of this CIA, MIM fails to have in place any of
the following:

                      a.         a Compliance Officer;

                      b.         written Policies and Procedures;

                      c.         a training program; and

                      d.         a Confidential Disclosure Program.



                                       35
<PAGE>

           2. A Stipulated Penalty of $2,500 (which shall begin to accrue on the
day after the date the obligation became due) for each day MIM fails to meet any
of the deadlines to submit the  Implementation  Report or the Annual  Reports to
the OIG.

           3. A Stipulated Penalty of $2,000 (which shall begin to accrue on the
date the failure to comply began) for each day MIM:

           a. hires or enters into a contract  with an  Ineligible  Person after
that person has been listed by a federal agency as excluded, debarred, suspended
or otherwise ineligible for participation in the Medicare, Medicaid or any other
Federal  health care  program (as defined in 42 U.S.C.  ss.  1320a-7b(f))  (this
Stipulated  Penalty  shall not be demanded for any time period  during which MIM
can  demonstrate  that it did not  discover  the  person's  exclusion  or  other
ineligibility  after  making a  reasonable  inquiry  (as  described  in  section
III.F.2) as to the status of the person);

           b. employs or contracts  with an  Ineligible  Person and that person:
(i) has  responsibility  for, or involvement  with,  MIM's  business  operations
related to the Federal  health care  programs or (ii) is in a position for which
the person's salary or the items or services rendered, ordered, or prescribed by
the person are paid in whole or part, directly or indirectly,  by Federal health
care programs or otherwise with Federal funds (this Stipulated Penalty shall not
be demanded for any time period during which MIM can demonstrate that it did not
discover the person's exclusion or other ineligibility after making a reasonable
inquiry (as described in section III.F.3) as to the status of the person); or

           c. employs or contracts  with a person who: (i) has been charged with
a criminal  offense  related to any  Federal  health  care  program,  or (ii) is
suspended or proposed for exclusion,  and that person has responsibility for, or
involvement with, MIM's business  operations  related to the Federal health care
programs  (this  Stipulated  Penalty  shall not be demanded  for any time period
before 10 days after MIM  received  notice of the  relevant  matter or after the
resolution of the matter as described in section III.F.4).



                                       36
<PAGE>

           4. A Stipulated Penalty of $1,500 (which shall begin to accrue on the
date MIM fails to grant  access)  for each day MIM fails to grant  access to the
information or documentation as required in section VII of this CIA.

           5. A  Stipulated  Penalty of $1,000  (which shall begin to accrue ten
(10) days  after  the date that OIG  provides  notice to MIM of the  failure  to
comply) for each day MIM fails to comply fully with any  obligation of this CIA.
With respect to the Stipulated Penalty provision described in this section X.A.5
only,  the OIG shall not seek a Stipulated  Penalty if MIM  demonstrates  to the
OIG's  satisfaction that the alleged failure to comply could not be cured within
the  10-day  period,  but  that:  (i) MIM has  begun to take  action to cure the
failure to comply,  (ii) MIM is pursuing  such action  with due  diligence,  and
(iii) MIM has provided to the OIG a reasonable  timetable for curing the failure
to comply.

            B.  PAYMENT OF STIPULATED PENALTIES.

           1. Demand  Letter.  Upon a finding that MIM has failed to comply with
any of the obligations  described in section X.A and determining that Stipulated
Penalties are appropriate, OIG shall notify MIM by personal service or certified
mail of (a) the specific  grounds for its  determination  that MIM has failed to
comply fully with the CIA; and (b) the OIG's exercise of its  contractual  right
to demand payment of the Stipulated  Penalties (this notification is hereinafter
referred to as the "Demand Letter").

           Within ten (10) days of MIM's receipt of the Demand Letter, MIM shall
either  (a) cure the  breach to the OIG's  satisfaction  and pay the  applicable
stipulated penalties;  or (b) request a hearing before an HHS administrative law
judge ("ALJ") to dispute the OIG's  determination of noncompliance,  pursuant to
the agreed  upon  provisions  set forth  below in section  X.D. In the event MIM
elects to request an ALJ hearing,  the  Stipulated  Penalties  shall continue to
accrue  until  MIM  cures,  to the OIG's  satisfaction,  the  alleged  breach in
dispute.  Failure to respond  to the Demand  Letter in one of these two  manners
within the allowed time period shall be considered a material breach of this CIA
and shall be grounds for exclusion under section X.C.



                                       37
<PAGE>

           2. Timely Written  Requests for  Extensions.  MIM may submit a timely
written  request  for an  extension  of time  to  perform  any  act or file  any
notification or report required by this CIA. Notwithstanding any other provision
in this  section,  if OIG grants the timely  written  request with respect to an
act,  notification,  or report,  Stipulated Penalties for failure to perform the
act or file the  notification  or report shall not begin to accrue until one day
after MIM fails to meet the revised  deadline  as agreed to by the  OIG-approved
extension.  Notwithstanding  any other provision in this section,  if OIG denies
such a timely written request,  Stipulated  Penalties for failure to perform the
act or file the  notification  or report shall not begin to accrue until two (2)
business days after MIM receives OIG's written denial of such request. A "timely
written  request"  is defined as a request in writing  received  by OIG at least
five (5) business days prior to the date by which any act is due to be performed
or any notification or report is due to be filed.

           3. Form of Payment. Payment of the Stipulated Penalties shall be made
by certified or cashier's  check,  payable to  "Secretary  of the  Department of
Health and Human  Services,"  and  submitted  to OIG at the address set forth in
section VI.

           4.  Independence  from  Material  Breach  Determination.   Except  as
otherwise noted, these provisions for payment of Stipulated  Penalties shall not
affect or  otherwise  set a standard  for the OIG's  determination  that MIM has
materially  breached  this  CIA,  which  decision  shall  be made  at the  OIG's
discretion and governed by the provisions in section X.C, below.

            C.  EXCLUSION FOR MATERIAL BREACH OF THIS CIA

           1. Notice of Material Breach and Intent to Exclude. The parties agree
that a material breach of this CIA by MIM  constitutes an independent  basis for
MIM's  exclusion  from  participation  in the Federal  health care  programs (as
defined in 42 U.S.C. ss. 1320a-7b(f)).  Upon a determination by OIG that MIM has
materially breached this CIA and that exclusion should be imposed, the OIG shall
notify MIM by certified mail of (a) MIM's material breach;  and (b) OIG's intent
to exercise its  contractual  right to impose  exclusion  (this  notification is
hereinafter  referred  to as the  "Notice  of  Material  Breach  and  Intent  to
Exclude").



                                       38
<PAGE>

           2. Opportunity to cure. MIM shall have thirty-five (35) days from the
date  of the  Notice  of  Material  Breach  and  Intent  to  Exclude  Letter  to
demonstrate to the OIG's satisfaction that:

                      a.         MIM is in full compliance with this CIA;

                      b.         the alleged material breach has been cured; or

                      c.         the  alleged  material  breach  cannot be cured
                                 within the 35-day period, but that: (i) MIM has
                                 begun  to  take  action  to cure  the  material
                                 breach,  (ii) MIM is pursuing  such action with
                                 due  diligence,  and (iii) MIM has  provided to
                                 OIG  a  reasonable  timetable  for  curing  the
                                 material breach.

           3. Exclusion Letter. If at the conclusion of the thirty five (35) day
period,  MIM fails to satisfy the requirements of section X.C.2, OIG may exclude
MIM from participation in the Federal health care programs.  OIG will notify MIM
in writing of its determination to exclude MIM (this letter shall be referred to
hereinafter as the  "Exclusion  Letter").  The Exclusion  Letter shall state the
specific  grounds for the OIG's  determination  to exclude  MIM.  Subject to the
Dispute Resolution provisions in section X.D, below, the exclusion shall go into
effect  thirty (30) days after the date of the Exclusion  Letter.  The exclusion
shall have national effect and will also apply to all other federal  procurement
and  non-procurement  programs.  If MIM is excluded under the provisions of this
CIA, MIM may seek reinstatement  pursuant to the provisions at 42 C.F.R.  ss.ss.
1001.3001-.3004.



                                       39
<PAGE>

           4. Material Breach. A material breach of this CIA means:

                      a.         a failure by MIM to report a  Reportable  Event
                                 known to MIM,  take  corrective  action and pay
                                 the appropriate refunds, as provided in section
                                 III.D;

                      b.         repeated   or   flagrant   violations   of  the
                                 obligations under this CIA, including,  but not
                                 limited  to,  the   obligations   addressed  in
                                 section X.A of this CIA;

                      c.         a  failure  to  respond  to  a  Demand   Letter
                                 concerning the payment of Stipulated  Penalties
                                 in accordance with section X.B above; or

                      d.         a  failure  to  retain  and use an  Independent
                                 Review  Organization  for  review  purposes  in
                                 accordance with section III.D.



                                       40
<PAGE>

            D.  DISPUTE RESOLUTION

           1. Review Rights. Upon the OIG's delivery to MIM of its Demand Letter
or of its Exclusion  Letter,  and as an agreed-upon  contractual  remedy for the
resolution of disputes  arising  under the  obligation of this CIA, MIM shall be
afforded  certain  review rights  comparable to the ones that are provided in 42
U.S.C.  ss.  1320a-7(f)  and 42  C.F.R.  Part  1005  as if they  applied  to the
Stipulated Penalties or exclusion sought pursuant to this CIA. Specifically, the
OIG's  determination  to  demand  payment  of  Stipulated  Penalties  or to seek
exclusion  shall be subject to review by an ALJ and,  in the event of an appeal,
the  Departmental  Appeals  Board  ("DAB"),  in a  manner  consistent  with  the
provisions in 42 C.F.R. ss.ss.  1005.2-1005.21.  Notwithstanding the language in
42  C.F.R.  ss.  1005.2(c),  the  request  for a  hearing  involving  stipulated
penalties  shall be made  within  fifteen  (15)  days of the date of the  Demand
Letter and the request for a hearing  involving  exclusion  shall be made within
thirty (30) days of the date of the Exclusion Letter.

           2.  Stipulated  Penalties  Review.  Notwithstanding  any provision of
Title  42 of the  United  States  Code or  Chapter  42 of the  Code  of  Federal
Regulations, the only issues in a proceeding for stipulated penalties under this
CIA  shall  be (a)  whether  MIM was in full  and  timely  compliance  with  the
obligations  of this CIA for which the OIG  demands  payment;  (b) the period of
noncompliance;  and (c) with respect to a Stipulated  Penalty  authorized  under
section X.A.5 only,  whether the failure to comply could not be cured within the
10-day  period,  but that by the end of that  period  (i) MIM had  begun to take
action to cure the failure to comply,  (ii) MIM was and is pursuing  such action
with due diligence, and (iii) MIM had provided to the OIG a reasonable timetable
for curing the  material  breach.  MIM shall have the burden of proving its full
and timely compliance and the steps taken to cure the noncompliance,  if any. If
the ALJ finds for the OIG with  regard to a finding  of a breach of this CIA and
orders MIM to pay Stipulated  Penalties,  such Stipulated Penalties shall become
due  and  payable  twenty  (20)  days  after  the  ALJ  issues  such a  decision
notwithstanding  that MIM may request  review of the ALJ decision by the DAB. If
MIM requests  review of the ALJ decision by the DAB,  then MIM shall deposit the
Stipulated Penalties amount into an interest-bearing  escrow account pending the
DAB's decision. If the DAB affirms the ALJ decision,  the proceeds of the escrow
account  shall be  immediately  due and payable to the OIG. If the DAB overturns
the ALJ  decision,  the  escrow  account  shall be  dissolved  and the  proceeds
returned to MIM.

           3. Exclusion Review. Notwithstanding any provision of Title 42 of the
United  States Code or Chapter 42 of the Code of Federal  Regulations,  the only
issues in a  proceeding  for  exclusion  based on a material  breach of this CIA
shall be (a) whether MIM was in material  breach of this CIA;  (b) whether  such
breach was continuing on the date of the Exclusion  Letter;  and (c) the alleged
material breach could not have been cured within the 35 day period, but that (i)
MIM had  begun to take  action to cure the  material  breach  within  the 35 day
period, (ii) MIM has pursued and is pursuing such action with due diligence, and
(iii) MIM  provided to OIG within the 15 day period a reasonable  timetable  for
curing the material  breach.  For purposes of the  exclusion  herein,  exclusion
shall take effect only after an ALJ decision that is favorable to the OIG. MIM's
election of its  contractual  right to appeal to the DAB shall not  abrogate the
OIG's authority to exclude MIM upon the issuance of the ALJ's  decision.  If the
ALJ sustains  the  determination  of the OIG and  determines  that  exclusion is
authorized,  such  exclusion  shall take  effect  twenty (20) days after the ALJ
issues such a decision,  notwithstanding  that MIM may request review of the ALJ
decision by the DAB.

           4.  Finality of  Decision.  The review by an ALJ or DAB  provided for
above shall not be  considered  to be an appeal right arising under any statutes
or  regulations.  Consequently,  the  parties  to this CIA agree  that the DAB's
decision (or the ALJ's decision if not appealed)  shall be considered  final for
all  purposes  under  this CIA and MIM  agrees to waive any right it may have to
appeal the decision administratively, judicially or otherwise seek review by any
court or other adjudicative forum.



                                       41
<PAGE>

XI.         PRIVILEGE

           Nothing in this CIA, or any  communication or report made pursuant to
this  CIA,  shall  constitute  or be  construed  as any  waiver  by MIM of MIM's
attorney-client,  work product or other applicable  privileges.  Notwithstanding
that fact, the existence of any such privilege does not affect MIM's  obligation
to comply with the provisions of this CIA.

XII.        EFFECTIVE AND BINDING AGREEMENT

           Consistent with the provisions in the Settlement  Agreement  pursuant
to which this CIA is entered,  and into which this CIA is incorporated,  MIM and
OIG agree as follows:

           A.  This  CIA  shall  be  binding  on  the  successors,  assigns  and
transferees of MIM;

           B. This CIA shall  become  final  and  binding  on the date the final
signature is obtained on the CIA, which the parties may sign in separate counter
parts;

           C. Any modifications to this CIA shall be made with the prior written
consent of the parties to this CIA; and

           D. The undersigned  MIM  signatories  represent and warrant that they
are  authorized to execute this CIA. The  undersigned  OIG signatory  represents
that he is signing this CIA in his official  capacity and that he is  authorized
to execute this CIA.





                                       42
<PAGE>

ON BEHALF OF MIM CORPORATION





           /S/ RITA MARCOUX                                            3/15/00
------------------------------------------------------                 -------
            Rita Marcoux                                               DATE
            Compliance Officer
            MIM Corporation



            /S/ BARRY A. POSNER                                        3/17/00
---------------------------------------------------                    -------
            Barry A. Posner                                            DATE
            Vice President and General Counsel
            MIM Corporation


           /S/ THOMAS CRANE                                            3/21/00
----------------------------------------------------                   -------
            Thomas S. Crane                                            DATE
            Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

                  ON BEHALF OF THE OFFICE OF INSPECTOR GENERAL
                 OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES



/S/ LEWIS MORRIS                                                       6/15/00
------------------------                                               -------
LEWIS MORRIS                                                           DATE
Assistant Inspector General for Legal Affairs
Office of Inspector General
U. S. Department of Health and Human Services


                                       43

</TEXT>
</DOCUMENT>
