AMENDMENT NO. 1
                                                        TO
                                           EMPLOYEE EMPLOYMENT AGREEMENT


     This Amendment No. 1 to the Employment Agreement (the "Agreement") made and
entered into as of the 1st day of January 2006, between Medefile  International,
Inc. (formerly known as Omnimed International,  Inc.), a Nevada corporation (the
"Company"), and Eric Rosenfeld ("Employee").

                                   WITNESSETH:

     WHEREAS,  on January 1, 2006, the Company and the Employee  entered into an
Agreement, a copy of which is annexed hereto as Exhibit 1; and

     WHEREAS,  the  parties  now  desire  to  amend  certain  provisions  of the
Agreement,  and to add a new  provision to the  Agreement,  as  hereinafter  set
forth.

     NOW,  THEREFORE,  in  consideration  of and for  the  mutual  promises  and
covenants contained herein, and for other good and valuable  consideration,  the
receipt of which is hereby  acknowledged,  the Employee Employment  Agreement is
hereby amended as follows:

     1.  Paragraph  4.1(i) of the Agreement is hereby  amended to be and read as
     follows:

     "4.1 Salary.  For Employee's  services  hereunder,  the Company's  Board of
     Directors  (the "Board") shall pay Employee an annual salary of $78,800 for
     the first year of the Term and  $100,200  for the second  year of the Term.
     The  Company  shall also issue to  employee,  upon the  Commencement  Date,
     options to purchase one million eight hundred thousand  (1,800,000)  shares
     of the Company's Common Stock, $0.0001 par value per share (the "Options").
     Such  Options  shall  vest over a period  of two years on an equal  monthly
     basis of seventy-five  thousand  (75,000)  Options per month,  and shall be
     exercisable  for a four (4) year  period  from the  Effective  Date of this
     Agreement,  provided  that the  Employee is employed by the  Company,  at a
     price of $0.80.  Employee  acknowledges  that upon exercise of any Options,
     the shares issued  thereunder  will not be registered  under the Securities
     Act of 1933, that the shares have been acquired for investment purposes and
     not with a view to distribution  or resale,  and that the shares may not be
     sold, assigned, pledged,  hypothecated, or otherwise transferred without an
     effective  registration  statement for such shares under the Securities Act
     of 1933 and  applicable  state  securities  laws or an  opinion  of counsel
     satisfactory to the Company to the effect that registration is not required
     under such laws.

     2. A new  Paragraph  4.4 of the Agreement is hereby added to be and read as
     follows:

     "4.4 Other Benefits. In addition to the salary and other compensation to be
     paid to Employee hereunder,  Employee shall be entitled to health insurance
     benefits at such time as they are made available to other  employees of the
     Company."

     3.  Paragraph  5.7 of the  Agreement  is hereby  amended  to be and read as
     follows:

     "5.7  Expiration.  In the  event  that an  option  holder  ceases  to be an
     employee  of the  Company or of any  subsidiary  for any reason  other than
     permanent  disability  (as  determined by the Board of Directors) or death,
     the Option,  including any unexercised portion thereof, which was otherwise
     exercisable  on the date of  termination,  shall  expire  unless  exercised
     within a period of three months from the date on which the Employee  ceased
     to be so employed,  but in no event after the Expiration Date. In the event
     of the death of Employee  during this three month period,  the Option shall
     be exercisable by his or her personal representatives, heirs or legatees to
     the same extent that the Employee  could have exercised the Option if he or
     she had not died,  for the three  months from the date of death,  but in no
     event after the  expiration  of the four (4) year period from the Effective
     Date of this Agreement."




     4. Miscellaneous.

     (A) This agreement  shall be construed and  interpreted in accordance  with
the laws of the State of New York without  giving effect to the conflict of laws
rules thereof or the actual domiciles of the parties.

     (B) Except as amended  hereby,  the terms and  provisions  of the Agreement
shall  remain in full force and effect,  and the  Agreement  is in all  respects
ratified and confirmed. On and after the date of this agreement,  each reference
in the Agreement to the  "Agreement",  "hereinafter",  "herein",  "hereinafter",
"hereunder",  "hereof", or words of like import shall mean and be a reference to
the Agreement as amended by this agreement.

     (C) This  agreement  may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original  and all of  which  taken  together  shall
constitute a single Amendment.

     IN WITNESS  WHEREOF,  the parties hereto have executed this agreement as of
the date first stated above.

"EMPLOYEE"


By /s/ Eric Rosenfeld                       May 19, 2006
---------------------                       ------------
Eric Rosenfeld                              Date


 "COMPANY"

Medefile International, Inc.

By /s/ Milton Hauser                        May 19, 2006
--------------------                        ------------
Milton Hauser                               Date
President