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                                                                    EXHIBIT 10.2


                                 FIRST AMENDMENT
                             TO EMPLOYMENT AGREEMENT


     This First Amendment to the Employment Agreement effective as of April 1,
1999 (this "Amendment") is entered into by and between Advance Paradigm, Inc.
(the "Company") and Joseph J. Filipek, Jr. (the "Employee").

     WHEREAS, the Company and Employee (collectively, the "Parties") entered
into that certain Employment Agreement effective as of December 1, 1996 (the
"Agreement");

     WHEREAS, the Parties now desire to amend the Agreement to change the
Employee's compensation and extend the term of the Agreement;

    NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency is hereby acknowledged, the parties
hereby agree to the following:

     1.  SECTION 2. TERM. The term provision set forth in Section 2 of the
         Agreement is hereby amended and restated in its entirety as follows:

         "The employment of Employee shall commence on the Effective Date and
         shall end on March 31, 2002 (the "Term")." Upon delivery of written
         notice by January 1, 2001, the Employee may terminate the Agreement
         effective March 31, 2001.

     2.  SECTION 3. COMPENSATION. Effective as of April 1, 1999, the
         compensation provision set forth in Section 3(a) of the Agreement is
         hereby amended and restated in its entirety as follows:

         "(a)     Salary. Employee shall receive annual salary of Two Hundred
                  Fifteen Thousand dollars ($215,000) with such increases
                  thereto as may be determined by the Company from time to time
                  in its sole discretion ("Base Salary"), to be paid in biweekly
                  installments in accordance with the Company's salary payment
                  practices in effect from time to time for senior managers of
                  the Company. The Base Salary may be reviewed by the Board from
                  time to time to determine any increases to the Base Salary;
                  provided there will be a targeted increase of $15,000 per
                  annum subject to performance and market considerations."

         The compensation provision set forth in Section 3(b) of the Agreement
         is hereby amended and restated in its entirety as follows:

         "(b)     Bonus Payments. Employee will be entitled to participate in
                  the Company's incentive compensation plan for an annual bonus
                  based on the Company's audited financial performance for the
                  fiscal year, the performance of Advance Paradigm Clinical
                  Services, Inc. and Employee's individual contribution to the
                  Company. The performance criteria used to calculate the
                  Employee's annual bonus during







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                  the employment period shall be determined by the Company and
                  will be established with a targeted bonus of 50% of Employee's
                  Base Salary per annum. Any annual bonus payable with respect
                  to a fiscal year shall be subject to the approval of the
                  Compensation Committee of the Board of Directors and shall be
                  paid in accordance with the Company's normal payroll
                  practices."

         The compensation provision set forth in Section 3(g) of the Agreement
         is hereby amended by adding the following language:

         "(iii) On June 25, 1998, Employee was granted an incentive option to
         purchase 40,000 shares of the Common Stock of the Company with an
         exercise price of $29.375 per share. The option is subject to and
         granted under the ISOP. The option shall vest and become exercisable as
         to twenty percent (20%) of the total shares on each of the first five
         anniversaries of the date of grant; provided, however, that immediately
         prior to the consummation of any sale to or merger with an outside
         entity gaining 50% or greater ownership of the Company, the options
         shall become, without further act or deed, exercisable as to 100% of
         the shares."

         Except as specifically amended herein, the Agreement shall remain in
full force and effect.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date first above written. By executing this Amendment, the undersigned
individuals hereby warrant and represent that they have read this Amendment in
its entirety and agree to all of its terms.

                                    ADVANCE PARADIGM, INC.

                                    By:
                                       -----------------------------------------
                                    Name:  David D. Halbert
                                    Title:  Chief Executive Officer

                                    EMPLOYEE

                                    --------------------------------------------
                                    Joseph J. Filipek, Jr.