AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment") is effective as of December 31, 2001, by and
between MIM Corporation, a Delaware corporation (the "Company"), and Richard H. Friedman ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement dated as of December 1,
1998, which the Company and Executive previously amended on October 11, 1999 (the "Employment
WHEREAS, the Company and Executive have agreed to extend the term of Executive's employment pursuant to
the Employment Agreement through November 30, 2006 and desire to amend the Employment Agreement to
reflect this extension; and
WHEREAS, the Company and Executive desire to clarify that the Company, in its discretion, may grant stock
options to Executive in addition to the grant specified in Section 3.4 of the Employment Agreement;
NOW, THEREFORE, in consideration of 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
1. Section 1 of the Employment Agreement is hereby amended to provide as follows: "The Company hereby
employs the Executive, and the Executive hereby accepts such employment, commencing as of December 1,
1998 and ending November 30, 2006, as Chief Executive Officer and Chairman of the Board of Directors of the
Company (the "Board") unless sooner terminated in accordance with the provisions of Section 4 or Section 5
(the period during which the Executive is employed hereunder, including any extensions or renewals thereof,
being hereinafter referred to as the "Term")."
2. Section 3.4 of the Employment Agreement is hereby amended to add the following sentence to the end
thereof: "After such grant, the Executive shall be eligible for additional grants of options, if any, as recommended
by the Company's Compensation Committee."
3. Except as modified hereby, the Employment Agreement shall remain