August 24, 1998
Continental Managed Pharmacy Services, Inc. Continental Pharmacy, Inc.
Preferred RX, Inc.
Automated Scripts, Inc.
Valley Physicians Services, Inc.
1400 E. Schaaf Road
Brooklyn Heights, OH 44131
Reference is hereby made to that certain letter agreement dated January 24, 1995, as amended and
supplemented by that certain Additional Credit Agreement dated January 23, 1996 and that certain letter
agreement dated January 28, 1997 (collectively, the "Agreement"), by and between the Bank and the Borrower.
Terms used but not otherwise defined in this letter agreement shall have the meanings given to such terms in the
Agreement and the Loan Documents.
On January 27, 1998, Borrower entered into an Agreement and Plan of Merger with CMP Acquisition Corp.
("CMP"), a wholly-owned subsidiary of MIM Corporation, a Delaware corporation ("MIM"), upon the
consummation of which Borrower shall survive as a wholly-owned subsidiary of MIM and the separate
corporate existence of CMP will terminate (the "Merger"). The Bank has consented to the Merger by delivery to
Borrower of that Letter of Consent dated the date hereof.
Borrower has requested that (i) the interest rate on that certain Second Amended and Restated Master Revolving
Note for $6,500,000 dated as of April 9, 1997 from Borrower to Bank be amended and restated to provide that
the per annum rate of interest prior to a Default shall be reduced from a per annum rate of the Bank's "prime rate"
plus .75%, to an amount equal to the Bank's "prime rate" as it is from time to time in effect; (ii) the guaranty from
Michael R. Erlenbach, dated January 24, 1995, as reaffirmed on January 24, 1996 and January 28, 1997
(collectively, the "Guaranty"), which Guaranty guarantees the payment of all Indebtedness to the Bank when due,
up to an aggregate amount of $1,000,000, be terminated and replaced with an unlimited Guaranty from MIM to
Bank; (iii) Bank accept, in lieu of annual audited financial statements of Borrower, annual audited