Amendment No. 1 to Employment Agreement
This Amendment No. 1 (this "Amendment") to Employment Agreement is entered into as of May 15, 1998 by
and between MIM Corporation, a Delaware corporation (the "Company"), and Barry A. Posner ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement dated as of March 26, 1997
(the "Original Agreement");
WHEREAS, the Company and Executive desire to amend the Original Agreement in certain respects;
NOW, THEREFORE, in consideration for the mutual covenants set forth herein and other valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Original
Agreement and all references to the "Agreement" in the Original Agreement shall hereafter mean the Original
Agreement as amended by this Amendment.
2. Section 1 of the Original Agreement is hereby amended to read in its entirety as follows: "The Company
hereby employs the Executive, and the Executive hereby accepts such employment, commencing as of the date
hereof and continuing for a period ending May 15, 2001 or such earlier date as this Agreement shall be
terminated pursuant to the provisions of Section 4 or Section 5 hereof (the period during which the Executive is
employed hereunder being hereinafter referred to as the "Term")."
3. Section 2 of the Original Agreement is hereby amended to read in its entirety as follows: "The Executive, in his
capacity as Vice President, General Counsel and Corporate Secretary, shall faithfully perform for the Company
the duties of said offices and such other duties of an executive, managerial, or administrative nature as shall be
specified and designated from time to time by the Board of Directors of the Company and the Chief Executive
Officer of the Company. The Executive shall devote substantially all of his business time and effort to the