Amendment No.1 to
                         Amended and Restated By-Laws of
                                 MIM Corporation

      The Board of Directors having adopted a resolution this 24th day of
November 24, 1998 providing for the following amendment to the Company's Amended
and Restated By-Laws:

      The following sub-sections shall be added to the Company's Amended and
Restated By-Laws at the end of Section 2.08:

      "Section 2.08 (a). Record Date for Action by Written Consent. In order
that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The notice shall specify in
reasonable detail the action proposed to be taken by written consent. The Board
of Directors shall promptly, but all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date
(unless a record date has previously been fixed by the Board of Directors
pursuant to the first sentence of this Section 2.08 (a)). If no record date has
been fixed by the Board of Directors pursuant to the first sentence of this
Section 2.08 (a) or otherwise within ten (10) days of the date on which such a
request is received, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by applicable law, shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or to any officer or
agent of the Corporation having custody of the book in which proceedings of
stockholders meetings are recorded, to the attention of the Secretary of the
corporation. Delivery shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts the resolution taking such
prior action.

      Section 2.08 (b). Inspection of Written Consents. In the event of the
delivery, in the manner provided by Section 2.08 (a), to the Corporation of the
requisite written consent or consents to take corporate action and/or any
related revocation or revocations, the Corporation shall engage independent
inspectors of elections for the purpose of performing promptly a ministerial
review of the validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written consent



without a meeting shall be effective until such date as the independent
inspectors certify to the Corporation that the consents delivered to the
Corporation in accordance with Section 2.08 (a) represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this Section 2.08 (b) shall in any way be construed to suggest or
imply that the Board of Directors or any stockholder shall not be entitled to
contest the validity of any consent or revocation thereof, whether before or
after such certification by the independent inspectors, or to take any other
action (including, without limitation, the commencement, prosecution, or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

      Section 2.08 (c). Effectiveness of Written Consent. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the earliest dated written consent
received in accordance with Section 2.08 (a), a written consent or consents
signed by a sufficient number of holders to take such action are delivered to
the Corporation in the manner prescribed in Section 2.08 (a)."