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 performance of his duties hereunder."

     4.   All references in the Agreement to "Chief Operating  Officer" shall be
          deleted in its entirety.




     5.   The word "nine"  appearing in: (A) clause (ii) of the second  sentence
          of Section 4.2; and (B) clause (ii) of the second  sentence of Section
          5.2(b) hereof is deleted,  and substituted  therefor shall be the word
          "twelve".

     6.   Expect as modified hereby,  the Agreement shall remain  unmodified and
          in full force and effect.

     7.   This  Amendment  shall  be  construed  in  accordance  with,  and  its
          interpretation  shall  otherwise be governed by, the laws of the State
          of New York, without giving effect to otherwise applicable  principles
          of conflicts of law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the date set forth above.


         MIM CORPORATION

         By:   /s/ Richard H. Friedman
               ---------------------------
         Its:  Chief Executive Officer  


         /s/ Barry A. Posner
         ---------------------------------
         Executive