For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned unconditionally guarantees the full payment to MIM Corporation of the obligation set forth in the
Promissory Note of MIM Holdings, LLC to MIM Corporation dated December 31, 1996, a copy of which is
attached hereto as Exhibit A, upon the default of MIM Holdings, LLC.
I hereby waive presentment, demand, protest, notice of dishonor, and notice of acceptance of this guaranty. I
also waive, to the extent permitted by law, all notices, all defenses and claims that the borrower, MIM Holdings,
LLC, could assert, any right to require you to pursue any remedy or seek payment from any other person before
seeking payment under this agreement, all other defenses to the debt, except payment in full. If any payments on
the debt are set aside, recovered, or required to be returned in the event of the insolvency, bankruptcy or
reorganization of the borrower, my obligations under this agreement will continue as if such payments had never
This Guarantee will be construed and enforced in accordance with the laws of the State of Rhode Island, without
resort to its conflict of laws rules.
Dated as of December 31, 1996.
$456,000 Peace Dale, Rhode Island December 31, 1996
FOR VALUE RECEIVED, MIM Holdings, LLC, a Rhode Island limited liability company with offices at 25
North Road, P.O. Box 3689, Peace Dale, Rhode Island 02883 ("Borrower"), promises to pay to the order of
MIM Corporation, a Delaware corporation with offices at One Blue Hill Plaza, Pearl River, New York 10965-
8670 ("Lender"), the principal sum of Four Hundred Fifty-Six Thousand Dollars ($456,000), together with
interest on the unpaid balance of principal from January 1, 1996 until this Note is paid in full at the rate of ten
percent (10%) per annum.
All accrued interest from January 1, 1996 through September 30, 1997 shall be due on September 30, 1997.