Exhibit 10.12
PROMISSORY NOTE
$86,000 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 Eighty-Six Thousand Dollars ($86,000), together with interest at the rate of
ten percent (10%) per annum on the unpaid balance of principal from September 30, 1996 until this Note is paid
in full.
The entire unpaid principal balance of this Note and all interest due under this Note shall be due and payable in
full on September 30, 1997.
Borrower may prepay all or any portion of the unpaid principal balance at any time, and from time to time,
without penalty. A prepayment of principal will not postpone the due date of any subsequent payment of interest
or principal under this Note. All payments on this Note will be applied first to interest accrued as of the date of
payment and then to principal.
Both principal and interest are payable in lawful money of the United States of America and in immediately
available funds at the address of Lender shown above or at such other address as the Lender or other holder of
this Note may designate in writing.
Borrower will pay all costs and expenses, including reasonable attorney's fees, incurred by the holder in collecting
this Note or foreclosing on the security for this Note, even if no legal proceeding is filed. Borrower waives
presentment, notice of dishonor and protest.
This Note will be construed and enforced in accordance with the laws of the State of Rhode Island, without
resort to its conflict of laws rules.
IN WITNESS WHEREOF, the undersigned Borrower has executed this Note as of the date first above written.
MIM Holdings, LLC
By: /s/ E. David Corvese