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                                                                    EXHIBIT 10.2

                             IMS HEALTH INCORPORATED

                         XPONENT DATA LICENSE AGREEMENT



      AGREEMENT, dated as of this _____ day of _____________, 2000, ("Effective
Date") by and between IMS Health Incorporated (hereinafter "IMS"), a Delaware
corporation with an address at 200 Nyala Farms, Westport, Connecticut 06880, and
___________________ (hereinafter "Licensee"), a ____________ corporation, with
an address at One Broad Avenue, Fairview, New
Jersey 07022.

                                    RECITALS

      WHEREAS, IMS is principally engaged in providing information services to
the pharmaceutical industry and, in connection therewith, collects data from
pharmacies through various third parties relating to prescription transactions
and prescribers;

      WHEREAS, Licensee, on behalf of its customers, is principally engaged in
providing direct marketing of pharmaceutical promotion to prescribers in the
United States; and

      WHEREAS, IMS desires to license certain data to Licensee in accordance
with and subject to the terms set forth in this Agreement;

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises herein contained, the parties agree as follows:

1.    DEFINITIONS.  For purposes of this Agreement,  the following terms shall
      have the meanings specified:

      a.    "affiliate" of Licensee means any Person which now or in the future
            controls, is controlled by or is under common control with Licensee.
      b.    "Agency" means an agency engaged by a Manufacturer to develop and/or
            implement a marketing campaign for one or more of such
            Manufacturer's Legended Drugs.
      c.    "Association" means a professional association, comprised of members
            in a health care-related profession, which is, pursuant to the terms
            of Paragraph 8(a), identified by IMS as licensing data to IMS that
            is incorporated into certain elements of the Data.
      d.    "Contract Year" means each 12-month period commencing on
            _______________ and ending on _______________ during the term of
            this Agreement.
      e.    "Desktop Media" means prescription pads, medical forms and other
            similar promotional material which are provided to Prescribers at a
            nominal charge or


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            without charge, and which contain advertising relating to one or
            more Legended Drugs.
      f.    "Healthcare Company" means (i) a manufacturer of Legended Drugs or
            any Person licensed by such a manufacturer to market and sell
            Legended Drugs ("Manufacturer") or an Agency; provided, however,
            that neither a wholesaler of Legended Drugs, a pharmacy, nor a
            Person providing mail service prescription drug programs shall be
            deemed a "Manufacturer"; (ii) a manufacturer of medical supplies
            and/or diagnostic equipment, or any person licensed by such a
            manufacturer to market and sell medical supplies and/or diagnostic
            equipment; (iii) a publisher of single or multi-sponsored journals
            which are devoted to medicine, health care or veterinary subjects
            ("Journals"); (iv) a publisher of Desktop Media, or (v) a sponsor of
            continuing medical education ("CME") seminars, conferences or
            courses or a publisher of CME materials.
      g.    "Legended Drugs" means drugs which under Federal or state law
            require the written prescription of a doctor, osteopath or other
            individual who has the authority to prescribe Legended Drugs.
      h.    "Materials" means (i) information, including promotional materials
            and solicitation materials sent to a Prescriber, all of which relate
            to one or more Legended Drugs of a Manufacturer or relate to medical
            supplies and/or diagnostic equipment marketed by a Healthcare
            Company, (ii) surveys or questionnaires sent to a Prescriber which
            either seek information relating to the prescribing or practice
            profile of such Prescriber or the use by such Prescriber of medical
            supplies or diagnostic equipment; provided, however, that the use of
            such surveys or questionnaire shall be subject to the terms of
            Paragraph 7(e) hereof, (iii) Journals, (iv) Desktop Media, or (v)
            information, including promotional materials, solicitation materials
            or course materials, relating to CME.
      i.    "Data" means certain data provided by IMS from its Xponent, Xponent
            Plantrak and Xponent Profiler information services as further
            described on EXHIBIT 1 hereto.
      j.    "Person" means any natural person, corporation, business trust,
            joint venture, association, company, firm, partnership, government
            entity or other entity.
      k.    "Prescriber" means a doctor, osteopath, dentist or other individual
            with an address in the United States who has the authority to
            prescribe Legended Drugs.

2.    LICENSE GRANT
      IMS hereby grants to Licensee a non-transferable and non-exclusive
      license, without the right to grant sublicenses, to Data for use solely in
      accordance with the terms of Paragraph 4 hereof and subject to the other
      terms and conditions of this Agreement. The licenses granted herein are
      not exclusive and nothing contained herein shall prohibit or restrict IMS
      from licensing, selling or otherwise transferring Data or any other
      information to any other Person or from using Data or any other
      information for its own purposes.



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3.    DATA
      IMS shall provide the Data to Licensee in accordance with the operational
      procedures set forth on EXHIBIT 2 hereto. IMS will use its reasonable
      efforts to process Data in an accurate and complete manner. IMS will
      promptly notify Licensee of any material inaccuracies in such Data which
      become known to IMS in accordance with IMS's then applicable internal
      procedures for data quality assurance.

4.    USE OF DATA
      Subject to the other terms and  conditions of this  Agreement,  the Data
      licensed  hereunder  shall be used by Licensee  solely for the following
      purposes:
      a.    to select, on behalf of a Healthcare Company, a list of Prescribers
            for the purpose of sending Materials, developed by or on behalf of
            such Healthcare Company, to certain of such Prescribers;
      b.    in connection with Licensee's Single Source Sampling product, to
            select, on behalf of one or more Manufacturers, a list of
            Prescribers, which list Licensee may use solely for the purpose of
            sending its order form to certain of such Prescribers soliciting a
            request from each of such Prescribers for one or more Legended Drugs
            of each of such Manufacturers (a "Form"), which Form is
            substantially similar to the form attached hereto as ATTACHMENT I;
      c.    to select, on behalf of a publisher of Journals or a publisher of
            Desktop Media, a list of Prescribers for the purpose of determining
            advertisements to appear in a Journal or in Desktop Media; or
      d.    to select, on behalf of a Manufacturer, a list of Prescribers for
            the purpose of sending Legended Drug samples of such Manufacturer to
            certain of such Prescribers.

5.    CONDITIONS APPLICABLE TO USE OF DATA
      a.    The delivery of any Materials or Legended Drug samples in connection
            with Paragraph 4 may be made by U.S. Postal Service, other common
            carrier, telegram, telephone, facsimile transmission, modem or other
            means; provided, however, that under no circumstances shall delivery
            of any of such Materials or Legended Drug samples be accomplished by
            (i) any employee of a Manufacturer, including but not limited to any
            pharmaceutical sales representative of such Manufacturer, or (ii)
            any Person engaged by a Manufacturer to call on Prescribers on
            behalf of such Manufacturer in connection with the marketing of one
            or more Legended Drugs.
      b.    The use of any list of Prescribers selected by Licensee from the
            Data pursuant to the terms of Paragraph 4 shall be limited to a
            specific one-time use or a single marketing program conducted by
            Licensee for a Healthcare Company or any renewal or repeat of such
            program by Licensee; provided, however, that with the exception of
            Limited Data, and the retention of Historical Data as provided under
            Paragraph 11(c), any Data, or any information derived from such
            Data, contained in or identified with such list may only be used in
            a manner permitted hereunder for a period not to exceed ninety (90)
            days, after which such Data must be


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            destroyed. In the event any Data or any information derived
            therefrom is copied or incorporated into any database, data bank or
            any file or listing containing any data not provided pursuant to the
            terms of this Agreement, such database, data bank, file or listing,
            as the case may be, shall be and remain subject to all of the terms
            and conditions of this Agreement.
      c.    Except as provided under Paragraphs 5(d), 5(e) and 18 hereof,
            Licensee shall retain the Data and any information derived therefrom
            only within the internal confines of Licensee's own organization.
            The parties hereto acknowledge and agree that the preceding sentence
            is fundamental to this Agreement and Licensee shall not design
            programs or provide multiple copies of lists to a Healthcare Company
            which taken together would result in either directly or indirectly
            avoiding the restriction contained in the preceding sentence.
            Licensee shall not provide any Data to any third party, including
            but not limited to a Healthcare Company or any affiliate of
            Licensee, except as specifically set forth below:
            (1)   if a  Healthcare  Company  engages a third  party to provide
                  lettershop or similar services in connection with sending
                  Materials to Prescribers (a "Lettershop"), Limited Data may be
                  provided by Licensee to the Lettershop; provided, however,
                  Licensee enters into a written agreement with such Lettershop
                  in accordance with Paragraph 5(f)(1) of this Agreement. The
                  Lettershop shall be required to return Limited Data to
                  Licensee or the Healthcare Company, as the case may be, within
                  ten (10) calendar days of the earlier of completion or
                  termination of the respective order for services.
            (2)   in the event Licensee selects a list of Prescribers from the
                  Data for use in connection with providing Materials or
                  Legended Drug samples to certain of such Prescribers on behalf
                  of a Manufacturer, Licensee may provide Limited Data to such
                  Manufacturer for the sole purpose of permitting such
                  Manufacturer to notify its sales representatives of
                  Prescribers within each sales representative's territory who
                  were sent such Materials or Legended Drug samples; provided,
                  however, Licensee sends a purchase order to such Manufacturer
                  or enters into a written agreement with such Manufacturer in
                  accordance with Paragraph 5(f)(2) of this Agreement; and
                  provided further that Limited Data derived in whole or in part
                  from Data is not provided to a Manufacturer any more
                  frequently than once in any thirty (30) day period.
            (3)   In connection with the delivery to a Prescriber of any sample
                  of a Manufacturer's Legended Drugs in response to a
                  solicitation made pursuant to Paragraph 4, Licensee may
                  provide Limited Data to such Manufacturer, and such
                  Manufacturer shall be permitted to retain Limited Data
                  relating to the recipients of such Legended Drug samples
                  solely for purposes of compliance with any applicable state
                  and Federal laws, including but not limited to laws relating
                  to the distribution of Legended Drug samples, such period of
                  retention in each instance to be limited to the longest period
                  of time necessary to comply with any such laws.


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      d.    Licensee may provide the following types of information derived from
            the Data to a Healthcare Company that is a prospective customer for
            a specific service of Licensee that involves the selecting of lists
            of Prescribers, derived from the Data, for the uses permitted by the
            terms of Paragraph 4 of this Agreement, solely for purposes of
            promoting such service provided such information does not identify
            individual Prescribers and is not summarized by and/or identified
            with any geographic area or unit, including but not limited to zip
            codes, counties,states or sales territories, but aggregates
            Prescribers only in the following manner:
            (1)   by  Prescriber  specialty,  the total number of  Prescribers
                  per specialty contained in the Data, and/or
            (2)   by prescribing level, in quintiles or deciles.
      e.    Licensee may provide to a Healthcare Company for whom Licensee has
            provided a product or service which uses Data as permitted under
            Paragraph 4 in connection with a single marketing program, the total
            number of Prescribers that were sent Materials or responded to
            Materials from Licensee, as the case may be, with respect to such
            program.
      f.    If at any time Licensee provides any Limited Data or any information
            derived from such Data to:
            (1)   a Lettershop, Licensee shall enter into a written agreement
                  with such Lettershop, which agreement shall, among other
                  things, contain such terms and conditions as are necessary or
                  desirable to prohibit such Lettershop from making any use of
                  such Limited Data and/or information in a manner which is
                  inconsistent with the terms and conditions of this Agreement.
                  Such terms and conditions, at a minimum, shall include:
                  (a)   a provision stating that the Limited Data is being
                        provided  to the  Lettershop  solely  for the  limited
                        purpose set forth in Paragraph 5(c)(1);
                  (b)   terms and conditions which reflect the obligations and
                        restrictions contained in Paragraphs 5(a), 5(b),
                        5(c)(1), 5(g), 5(h), 6, 7 and 8;
                  (c)   a provision stating that the use of Limited Data is
                        limited to a specific one-time use or use in connection
                        with a single marketing program, as the case may be; and
                  (d)   a provision stating that IMS Health Incorporated is an
                        intended third party beneficiary to the agreement
                        between Licensee and such Lettershop.In the event a
                        Lettershop fails to comply with such an agreement,
                        Licensee shall promptly notify an appropriate
                        representative of such Lettershop in writing of such
                        failure, with a copy to IMS, within five business days
                        after Licensee knows or reasonably suspects such
                        failure. Licensee shall promptly provide IMS with a copy
                        of any correspondence between Licensee and such
                        Lettershop relating to such failure. IMS shall have a
                        right to bring an action as an intended third party
                        beneficiary to enforce the terms and conditions of the
                        agreement between Licensee and such Lettershop to the
                        extent such terms and conditions are required by the
                        terms of this Paragraph 5(f). In the event IMS does not
                        have rights as an


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                        intended third party beneficiary to bring an action as
                        contemplated in this Paragraph 5(f), Licensee agrees to
                        be liable for any breach by such Lettershop of such
                        agreement.

            (2)   a Manufacturer, Licensee shall either send an order form to
                  such Manufacturer or enter into a written agreement with such
                  Manufacturer which order form or agreement, as the case may
                  be, shall, among other things, contain such terms and
                  conditions as are necessary or desirable to prohibit such
                  Manufacturer from making any use of such Limited Data and/or
                  information in a manner which is inconsistent with the terms
                  and conditions of this Agreement. Such terms and conditions,
                  at a minimum, shall include:
                  (a)   a provision stating that the Limited Data is being
                        provided to the Manufacturer solely for one or both of
                        the limited purposes set forth in Paragraphs 5(c)(2) and
                        (3);
                  (b)   terms and conditions which reflect the obligations and
                        restrictions contained in Paragraphs 5(a), 5(b), 5(c)(2)
                        and/or 5(c)(3), as the case may be, 5(g), 5(h), 6, 7 and
                        8;
                  (c)   a provision stating that the use of Limited Data is
                        limited to a specific one-time use and/or use in
                        connection with a single marketing program;
                  (d)   a provision stating that such Manufacturer is not
                        permitted to store the Limited Data in any database or
                        otherwise use the Limited Data to target the calling
                        activity of its sales representatives on Prescribers;
                        and
                  (e)   a provision stating that IMS Health Incorporated is an
                        intended third party beneficiary to the agreement
                        between Licensee and such Manufacturer.
                  In the event a Manufacturer fails to comply with such an
                  agreement, Licensee shall promptly notify an appropriate
                  representative of such Manufacturer in writing of such
                  failure, with a copy to IMS, within five business days after
                  Licensee knows or suspects such failure. Licensee shall
                  promptly provide IMS with a copy of any correspondence between
                  Licensee and such Manufacturer relating to such failure. IMS
                  shall have a right to bring an action as an intended third
                  party beneficiary to enforce the terms and conditions of the
                  agreement between Licensee and such Manufacturer to the extent
                  such terms and conditions are required by the terms of this
                  Paragraph 5(f). In the event IMS does not have rights as an
                  intended third party beneficiary to bring an action as
                  contemplated in this Paragraph 5(f), Licensee agrees to be
                  liable for any breach by such Manufacturer of such agreement.
            Such agreements shall specify the intended uses of such Limited Data
            in sufficient detail so that it may be determined whether such use
            is in compliance with the terms and conditions of this Agreement.
            Such agreements shall be available to


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            IMS in connection with any inspection which IMS may perform pursuant
            to Paragraph 17 of this Agreement.
      g.    In connection with any use of Data, under no circumstances shall any
            of such Data or any information derived therefrom be disclosed to a
            Prescriber or to any other Person except as expressly provided
            herein.
      h.    Notwithstanding anything to the contrary contained herein, under no
            circumstances shall any Data or Limited Data be provided by Licensee
            to any Person which has one or more lines of business engaged in the
            licensing, selling or providing of access to data, information or
            databases in competition with IMS or any Subsidiary ("Competing
            Company"), or any Person controlling, controlled by or under common
            control with a Competing Company, including but not limited to the
            Competing Companies listed on Exhibit 3; provided, however, that
            nothing herein shall preclude Licensee, a Manufacturer or an Agency
            from engaging a Lettershop for the delivery of Materials in
            accordance with the terms of Paragraph 5(a) and in connection
            therewith, providing Limited Data to such Lettershop in accordance
            with Paragraph 5(c)(1), provided Licensee complies with the terms of
            Paragraph 5(f)(1).
      As used in this Paragraph, "Limited Data" shall mean Data limited to the
      following fields of information: Prescriber name and Prescriber address to
      which the Material or Legended Drug sample was sent or to be sent. Limited
      Data shall also include Association Data, provided Licensee has an
      appropriate license with respect to such Data and further provided the use
      of such Association Data and if applicable, the disclosure of such
      Association Data, is permitted under the terms of such license.

6.    PROHIBITED USES OF DATA
      IMS does not grant, and Licensee does not receive, any title or other
      interest in the Data or any information derived therefrom, including but
      not limited to the Limited Data, except for those rights granted
      explicitly in this Agreement; all rights not expressly granted to Licensee
      are reserved to IMS. Without limiting the generality of the foregoing,
      under no circumstances shall Licensee use, or permit any other Person to
      use, Data received by Licensee in connection with this Agreement, or any
      information derived therefrom, including but not limited to the Limited
      Data, in any manner which:
      a.    is contrary to the terms of this Agreement or is otherwise not
            expressly permitted by the terms of this Agreement;
      b.    will violate any law or regulation by such use;
      c.    will  violate  the  contractual  restrictions  of any  Association
            identified by IMS pursuant to Paragraph 7(a) governing the use of
            such Association's data incorporated within the Data in effect at
            the time of the use of such Data, unless an authorized
            representative of IMS provides Licensee with written notice that
            such Data is no longer subject to the restrictions of such
            Association's agreement;
      d.    results in any analysis of the Data, or any information derived
            therefrom, which analysis (i) results in the disclosure to one or
            more Persons of any information regarding the mathematical
            algorithms, formulas, processes, or projection or statistical
            methods used by IMS to produce any of the Data, (ii) is used or made


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            available for use to promote or aid in the promoting of any data or
            information which is not derived from the Data, or (iii) seeks to
            demonstrate that the Data, or any information derived therefrom, is
            inferior to any other data, attempts to show any deficiency in such
            Data or information, or otherwise makes statements detrimental to
            IMS concerning such Data or information;
      e.    results in the selection of Prescribers from whom a Manufacturer, an
            Agency, Licensee or any other Person solicits information on
            practice profiles and/or prescribing activity for the purpose of
            developing a database of practice and prescribing profiles on
            individual Prescribers, except for the solicitation of such
            information for the benefit of (i) a single Manufacturer or (ii) a
            single Healthcare Company that is a manufacturer or marketer of
            medical supplies and/or diagnostic equipment;
      f.    applies one or more mathematical algorithms, formulas or processes
            to any of the Data for the purpose of estimating or projecting any
            new data or information;
      g.    results in the reverse engineering or disassembling of any of the
            Data; or
      h.    enhances, benchmarks, validates, compares with, authenticates,
            verifies, supplements, or modifies any data, products or services of
            Licensee or any other party except as expressly provided in this
            Agreement.

7.    ASSOCIATION DATA
      a.    IMS may identify to Licensee in writing certain elements of some or
            all of the Data which incorporates information licensed to IMS by an
            Association ("Association Data"). In addition to the terms and
            conditions of this Agreement, Licensee agrees to treat each element
            of Association Data in accordance with the terms of the respective
            Association agreement then in effect between IMS and such
            Association. To the extent that any term of such an Association
            agreement then in effect is more restrictive concerning the use or
            disclosure of Association Data than the terms contained in this
            Agreement concerning the use or disclosure of Data, then the terms
            of such Association Agreement shall control, but only with respect
            to the use or disclosure, as the case may be, by Licensee of
            Association Data.
      b.    In the event IMS identifies Association Data pursuant to Paragraph
            7(a) above and Licensee fails to maintain the requisite license with
            the Association licensing such data to IMS which would permit
            Licensee, at a minimum, a right to use the Association Data provided
            hereunder in the manner contemplated herein, IMS shall have no
            further requirement to provide such Association Data under the terms
            of this Agreement until such time as Licensee obtains such a
            license.
      c.    By way of example, and not by way of limitation, any element of Data
            identifying:
            (1)   the Medical Education number of the Prescriber is derived
                  from the American Medical Association's ("AMA") Physician
                  Professional Data and shall remain subject to the terms and
                  conditions of the applicable AMA agreement then in effect
                  between IMS and the AMA.
            (2)   the American Osteopathic Association ("AOA") number of the
                  Prescriber is derived from the AOA's data files and shall
                  remain subject to the terms


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                  and conditions of the applicable AOA agreement then in effect
                  between IMS and the AOA.

8.    CONFIDENTIALITY
      Licensee hereby acknowledges that the Data are proprietary to IMS
      (collectively "Confidential Information"), agree to protect the
      proprietary and confidential nature of such Confidential Information and
      in connection therewith, will prohibit any access to or copying or
      disclosure of any of the Confidential Information during the term of this
      Agreement and after termination of this Agreement, except (a) that access
      to and disclosure of Confidential Information may be provided to those
      employees of Licensee, in connection with the uses permitted Licensee as
      described in Paragraph 4 who require same to carry out such uses, and (b)
      as expressly permitted under Paragraphs 5(c), (d) and (e) of this
      Agreement. Licensee and any such other persons who receive access to or
      disclosure of Confidential Information pursuant to the preceding sentence
      shall maintain the strict confidentiality of such Confidential Information
      in the same manner as Licensee maintains the confidentiality of its own
      confidential information, and Licensee will not disclose such Confidential
      Information except as expressly provided herein. In the event any of such
      other persons fail to comply with the confidentiality obligations
      contained in this Paragraph 8, Licensee shall promptly notify an
      appropriate representative of such person in writing of such failure, with
      a copy to IMS, within five business days after Licensee knows or suspects
      such failure. Licensee shall promptly provide IMS with a copy of any
      responses from such person to Licensee's notification. IMS shall have a
      right to bring an action as an intended third party beneficiary to enforce
      the terms and conditions of the agreement between Licensee and such person
      with respect to obligations of confidentiality. In the event IMS does not
      have rights as an intended third party beneficiary to bring an action as
      contemplated in this Paragraph 8, Licensee agrees to be liable for any
      breach by such person of such agreement. Licensee agrees that it will not
      ever, either during the term of this Agreement or after its termination,
      assert that Data are not, were not or will not be proprietary to IMS and
      subject to copyright held by IMS with the exception of elements of
      Association Data which is proprietary to the respective Association and
      subject to copyright held by such Association.

9.    REPRESENTATIONS AND WARRANTIES
      IMS represents and warrants that it has the right and authority to license
      the Data to Licensee under this Agreement. EXCEPT AS EXPRESSLY STATED IN
      THE PRECEDING SENTENCE OR PARAGRAPH 3, IMS MAKES NO WARRANTY OR
      REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE DATA (INCLUDING BUT NOT
      LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF SUCH DATA OR ITS FITNESS FOR
      LICENSEE'S PARTICULAR PURPOSE) AND FURTHER MAKES NO WARRANTY OR
      REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF
      THE DATA.

10.   LIMITATION OF LIABILITY


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      IMS's entire liability and Licensee's exclusive remedy for IMS's failure
      to abide by the accuracy and completeness requirements of Paragraph 3
      shall be for IMS to endeavor to correct, in accordance with IMS's then
      applicable operating procedures for data quality assurance, any such
      non-conformance which has been reported by Licensee to IMS in writing in a
      timely manner in accordance with EXHIBIT 2. Notwithstanding any injunctive
      relief which Licensee may be entitled to, IMS shall not be liable for any
      indirect, consequential, punitive, incidental or special damages to
      person, property or business which may be caused by any use, failure to
      provide or unavailability of Data or any breach by IMS of its obligations
      hereunder (even if IMS has been advised of the possibility of such
      damages).

11.   TERM/TERMINATION
      a.    The term of this Agreement shall be for a one year period commencing
            on the date first written above. Notwithstanding the foregoing, IMS
            shall have the right to terminate this Agreement on thirty (30) days
            advance written notice to Licensee:
            (1)   if Licensee becomes insolvent, voluntarily files a petition
                  under any federal or state bankruptcy law for itself, has an
                  involuntary petition filed under any federal or state
                  bankruptcy law against it which is not removed within thirty
                  (30) days of filing, ceases operations for at least thirty
                  (30) days with the intent of winding up Licensee's business,
                  or otherwise publicly announces the termination of its
                  operations and/or substantially all the products relating to
                  the licenses granted herein;
            (2)   upon the sale of Licensee, whether by merger, consolidation,
                  the sale of its stock or by the sale of all or substantially
                  all of its assets to a Competing Company or any Person
                  controlling, controlled by or under common control with a
                  Competing Company; or
            (3)   if Licensee or any affiliate of Licensee develops or comes
                  into possession of data which is substantially similar to the
                  Data or Licensee or any affiliate of Licensee acquires the
                  right, by license, purchase or otherwise, to data which is
                  substantially similar to the Data.
            As used in Paragraph 11(a)(3), data which is "substantially similar
            to the Data" shall include but not be limited to any data or
            information (a) consisting of or derived from a number of
            prescription transactions in any calendar month which number is
            greater than or equal to one-twentieth of the number of prescription
            transactions as estimated by IMS's National Prescription Audit for
            such calendar month, or (b) which Licensee or any affiliate of
            Licensee claims is the functional or statistical equivalent of data
            that consists of or is derived from a number of prescription
            transactions in any calendar month which number is greater than or
            equal to one-twentieth of the number of prescription transactions as
            estimated by IMS's National Prescription Audit for such calendar
            month.
      b.    In the event of the termination of this Agreement:
            (1)   Licensee shall deliver all Data, and any information derived
                  therefrom, in its possession or control to IMS within ten (10)
                  days of such termination, except as otherwise expressly
                  provided in Paragraph 11(c).


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            (2)   for any period during which Data, or any information derived
                  therefrom, remains in the possession or control of Licensee
                  after termination of this Agreement, such Data and information
                  shall remain subject to the restrictions contained in this
                  Agreement, including but not limited to those restrictions
                  contained in Paragraphs 4, 5, 6, 7, and 8.
            This provision shall not be construed to limit survival of any other
            provision which also survives the termination of this Agreement by
            the express or implied terms of such provision.
      c.    In connection with the selection of a list of Prescribers for a use
            permitted pursuant to Paragraph 4, Licensee is authorized to
            maintain, for a period of three years from the date following the
            termination of this Agreement, historical files containing the
            following data elements from Data: physician name, physician address
            used in connection with a delivery made in accordance with the terms
            of this Agreement, Prescriber identification number and Prescriber
            specialty (collectively "Historical Data"). Such Historical Data may
            be maintained for such three year period only for the following
            purposes: (i) servicing a possible Legended Drug product recall
            pursuant to applicable regulations promulgated by a government
            agency whereby notices are delivered to Prescribers chosen from a
            list produced by Licensee under the terms of this Agreement to whom
            samples of such Legended Drugs were sent, (ii) recreating a delivery
            made on behalf of a Healthcare Company pursuant to the terms of this
            Agreement in which an error was made either by Licensee and/or the
            Healthcare Company, as the case may be, which error is the sole
            reason for recreating such delivery, or (iii) responding to an audit
            or written request of a governmental agency for information on the
            recipients of a Legended Drug sample delivered in the fulfillment of
            a request by a Prescriber in response to a solicitation made
            pursuant to Paragraphs 4(a), 4(b) or 4(d). Within thirty (30) days
            following the end of such three year period, the Historical Data for
            such deliveries will be deleted from Licensee's possession and
            control.

12.   DEFAULT
      a.    A "Default" shall exist hereunder by Licensee if Licensee fails in
            any material respect to be in compliance with the terms of
            Paragraphs 4, 5, 6 or 8 (an "Event of Default") and such failure, if
            curable, is not cured within ten (10) calendar days following notice
            of such failure from IMS.
      b.    If IMS alleges an Event of Default by Licensee, and Licensee in good
            faith disputes the occurrence of such Event of Default, IMS agrees
            to continue to provide Data hereunder until such dispute is resolved
            by the parties or by a determination through arbitration as provided
            in Paragraph 17, without prejudice to any remedies available to IMS.

13.   CERTAIN REMEDIES
      a.    If the sale of any product or the rendering of any service or the
            license of any Data gives rise to an Event of Default pursuant to
            Paragraph 4 of this Agreement, then


                                                                         PAGE 11
<PAGE>

            IMS shall receive from Licensee an amount equal to the aggregate of
            the gross revenues recognized from the sale of such product or the
            fees charged in connection with the rendering of such service or the
            licensing of such Data.
      b.    Two or more Events of Defaults hereunder, whether or not cured,
            shall entitle IMS, in its sole discretion, to immediately terminate
            this Agreement upon written notice to Licensee; provided, however,
            that each such Event of Default is acknowledged in writing by
            Licensee and/or is finally determined by arbitration pursuant to
            Paragraph 17 of this Agreement.
      c.    Nothing herein shall be construed as limiting IMS's rights and
            remedies in the event of a breach of this Agreement by Licensee,
            whether or not such breach is cured. The rights and remedies set
            forth in Paragraphs 11 and 13 of this Agreement are in addition to
            any other rights or remedies which otherwise may be available, in
            law or in equity.

14.   FORCE MAJEURE
      Licensee agrees that IMS shall not be deemed to have breached this
      Agreement or to be liable for any damages caused by failure to perform or
      by delay in rendering performance hereunder arising out of any occurrence
      or contingency beyond its reasonable control, including but not limited
      to, (a) flood, earthquake, fire, war, strikes, labor unrest, riot, civil
      commotion, power or communication line failure, computer equipment failure
      or operational failure, (b) failure of independent contractors under
      agreement with IMS to perform or a delay in such performance, failures,
      delays or restrictions of sources from which information or data is
      obtained, or failure of performance by Licensee, or (c) prohibition(s) or
      restriction(s) imposed by applicable regulatory authority, the judgment,
      ruling or order of a court or agency of competent jurisdiction, or the
      enactment of or change in any law or regulation.

15.   ADDITIONAL AGREEMENTS
      a.    IMS and Licensee each agree to keep the terms of this Agreement in
            confidence and not disclose them to any other Person, except for
            those terms of the Agreement required to be disclosed (i) pursuant
            to federal or state laws or regulations including securities laws
            and their related disclosure requirements, (ii) pursuant to judicial
            or arbitration orders and proceedings, (iii) as may be required to
            perform their obligations under this Agreement, or (iv) to each of
            IMS's and Licensee's legal and financial representatives who need to
            know such terms solely for the purpose of providing legal and
            financial advice to each such party, respectively. This provision
            shall not prohibit either party from disclosing the existence of
            this Agreement or that IMS is a data source.
      b.    Upon the request of IMS, the President of Licensee (or in the event
            the President of Licensee is not responsible for the day-to-day
            business of Licensee, then the General Manager of Licensee or such
            other person who has overall responsibility for the day-to-day
            business of Licensee) shall provide IMS with a written statement
            certifying that, after due inquiry, Licensee has complied in all
            material


                                                                         PAGE 12
<PAGE>

            respects with Licensee's obligations under the provisions
            of Paragraphs 4, 5, 6, 7 and 8 of this Agreement for the past
            Contract Year, except as noted therein.
      c.    Under no circumstances shall this Agreement be construed as placing
            any affirmative obligation on IMS, express or implied, to collect or
            continue to collect any data or information from any third party,
            including but not limited to pharmacy data from which the Data is
            derived ("Source Data"). In the event IMS determines, in its sole
            judgment and discretion, to cease collecting any Source Data which
            will result in a substantial reduction in the amount of, or
            cessation in, the Data delivered hereunder, IMS will provide written
            notice of such at least ninety (90) days prior to the date on which
            such Source Data collection will cease, specifying the date or dates
            at which IMS will cease collecting such Source Data and the number
            of prescriptions that will be deleted from Data as a result (the
            "IMS Notice"). In such event, IMS shall incur no liability to
            Licensee in connection therewith and, in the event IMS ceases to
            collect all of such Source Data, then, subject to the terms of
            Paragraph 15(g), this Agreement shall automatically terminate and be
            of no further force and effect immediately upon the last delivery of
            Data to Licensee. A "substantial reduction" means a reduction in the
            aggregate amount of prescriptions comprising the Source Data for use
            in connection with the delivery of Data hereunder in excess of
            twenty-five percent (25%) when compared with the aggregate amount of
            prescriptions comprising the Source Data available to IMS for use in
            connection with the delivery of Data for the same calendar quarter
            period in the immediately prior year.
      d.    IMS and Licensee acknowledge that a data supplier to IMS may request
            that some or all of its data be restricted in such a manner as to
            prevent IMS from providing such data, or information derived
            therefrom, to Licensee ("Data Supplier Request"). In the event of a
            Data Supplier Request, IMS may, at its sole option, enter into an
            agreement or arrangement or continue an agreement or arrangement, as
            the case may be, which accommodates such Request; provided, however,
            IMS, prior to the acceptance of such an agreement or arrangement,
            uses reasonable efforts to persuade such data supplier to provide
            its data without such restriction. For purposes of this Paragraph
            15(d), IMS shall be deemed to have used "reasonable efforts" if IMS,
            in connection with its negotiations with such data supplier, makes a
            bona fide attempt to persuade such data supplier to provide its data
            to IMS without such restriction; provided, however, under no
            circumstances shall IMS have any obligation to increase the amounts
            paid, or to be paid, to such data supplier in exchange for the
            elimination of such restriction.

16.   ARBITRATION
      a.    Each party shall designate a project manager to coordinate such
            party's activities under this Agreement. Such project managers shall
            also, when necessary, confer in order to resolve problems or
            disputes that may arise in connection with each party's performance
            hereunder. If the project managers cannot resolve such problems or
            disputes, such problems or disputes shall be referred to each
            party's respective senior management including, if necessary, its
            President for discussion and resolution.


                                                                         PAGE 13
<PAGE>

      b.    Subject to Paragraph 16(d), any controversy or claim arising out of
            or relating to this Agreement, and which cannot be resolved in
            accordance with the procedure set forth in the preceding paragraph,
            shall be submitted to arbitration before a panel of three (3)
            arbitrators. The arbitrators shall be selected and the arbitration
            conducted in accordance with the Commercial Rules of the American
            Arbitration Association. An award shall be conclusive and binding if
            concurred in by two (2) of the arbitrators, and judgment upon the
            award rendered by the arbitrators may be entered in any court having
            jurisdiction thereof. The arbitrators shall be required to deliver a
            written decision setting forth their findings of fact and basis for
            their award. The arbitrators' award shall provide for the payment of
            the arbitrators' expenses and fees, together with other expenses
            incurred in the conduct of the arbitration proceeding other than
            legal fees and expenses. However, the arbitrators shall award the
            prevailing party reasonable attorneys' fees and other expenses
            incurred in the arbitration proceeding in the event that the
            arbitrators determine that either party acted in bad faith in
            connection with either asserting a claim or a defense in the
            arbitration proceeding itself.
      c.    The parties hereby agree to submit to the exclusive personal
            jurisdiction and venue of the United States District Court for the
            Eastern District of Pennsylvania for purposes of enforcing the
            agreement to arbitrate, providing provisional relief pending the
            award, and entering judgment on the award. If for any reason the
            aforesaid court does not have subject matter jurisdiction, the
            parties alternatively agree to submit to the exclusive personal
            jurisdiction and venue of the applicable court of the Commonwealth
            of Pennsylvania, County of Montgomery, for the foregoing purposes.
            Nothing contained in this paragraph shall preclude the arbitrators
            from granting, where appropriate, injunctive or other provisional
            relief pending a final award.
      d.    Notwithstanding the provisions of Paragraphs 16(b) and (c), any
            party hereto may pursue any provisional remedy (including but not
            limited to preliminary injunctive relief) to enforce its rights
            hereunder in the courts designated in Paragraph 16(c). The parties
            shall have the right to obtain such provisional injunctive relief
            from a court of law designated in Paragraph 16(c) pending the
            determination and award in the arbitration proceeding. The parties
            may seek injunctive relief either restraining certain conduct or
            mandating certain conduct. This Paragraph 16(d) shall not be deemed
            to limit the power of the arbitrators to grant any remedy or relief
            the arbitrators deem just or reasonable within the scope of this
            Agreement.
      e.    The parties agree that, immediately upon the designation of the
            arbitrators, they will request the arbitrators that they set an
            expedited schedule for the conduct of the arbitration proceeding
            such that the proceeding is concluded within six months of the date
            of the filing of a demand for arbitration and that an award shall be
            rendered within thirty (30) days of the conclusion of the
            proceeding.



                                                                         PAGE 14
<PAGE>


17.   INSPECTION RIGHTS / COOPERATION
      a.    IMS shall have the right to make an inspection of the business,
            books and records of Licensee upon five (5) days notice to Licensee
            for the purpose of verifying Licensee's compliance with its
            obligations pursuant to Paragraphs 4, 5, 6, 7 and 8 of this
            Agreement. Licensee shall maintain business records, books, account
            information, computer logs and related materials sufficient to
            permit IMS to verify that Licensee is in compliance with its
            obligations under the above-referenced Paragraphs.
      b.    Any such inspection of Licensee's books and records shall be
            performed by IMS's representatives and/or its outside auditors. The
            costs of such an inspection shall normally be at IMS's expense.
            However, Licensee shall bear the cost of an inspection if such
            inspection reveals an Event of Default or any other material breach
            of the terms of this Agreement.

18.   MISCELLANEOUS
      a.    The parties hereto are independent contractors engaged in the
            operation of their own respective businesses. Neither party is, or
            is to be considered as, the agent or employee of the other for any
            purpose whatsoever. Neither party has the authority to enter into
            contracts or assume any obligations for the other party or make any
            warranties or representations on behalf of the other party. Nothing
            in this Agreement shall be construed to establish a relationship of
            co-partners or joint venturers between the parties.
      b.    This Agreement constitutes the entire understanding between the
            parties and supersedes all proposals, commitments, writings,
            negotiations and understandings, oral and written, and all other
            communications between the parties relating to the subject matter of
            this Agreement.
      c.    IMS may assign all or any portion of this Agreement to an entity
            which is then a Subsidiary and any such Subsidiary may assign all or
            any portion of this Agreement to an entity which is then a
            Subsidiary; provided, however, that any such assignment shall not
            relieve IMS of its obligations under this Agreement. This Agreement
            may not be assigned from Licensee to any other Person, whether by
            assignment by Licensee, by operation of law or otherwise without the
            prior written consent of IMS which consent shall not be unreasonably
            withheld. The sale or transfer of a majority of the outstanding
            shares of Licensee, or the merger or consolidation of Licensee with
            any other Person, shall be deemed an attempt by Licensee to assign
            its interests in this Agreement which shall first require the prior
            written consent of IMS. Any assignment not expressly permitted under
            this Paragraph 18(c) or which has not received the written consent
            of the other party if required herein shall be void.

      d.    Should any part, term or condition hereof be declared illegal or
            unenforceable or in conflict with any other law, the validity of the
            remaining portion or provisions of this Agreement shall not be
            affected thereby, and the illegal or offensive portions of this
            Agreement shall be and hereby are redrafted to conform with
            applicable law in a manner which is consistent with the original
            spirit and intent


                                                                         PAGE 15
<PAGE>

            embodied in the original executed copy of this Agreement, while
            leaving the remaining portions of this Agreement intact.
      e.    The waiver by either party of a breach or violation hereof or remedy
            provided herein shall not operate as or be construed to be a waiver
            of any subsequent breach or violation hereof.
      f.    This Agreement shall be governed by and construed in accordance with
            the laws of the Commonwealth of Pennsylvania without giving effect
            to principles of conflicts of law.
      g.    Nothing in this Agreement is intended to benefit and shall not be
            deemed to benefit any person who is not a party hereto or to create
            any third party beneficiary rights.
      h.    All notices pertaining to this Agreement or the performance of
            either party hereunder shall be sufficient if in writing and sent by
            Federal Express or other similar overnight courier service with
            receipted delivery addressed to the other party at the address shown
            below or to such other address as a party hereto shall supply to the
            other in writing:

            If to IMS:

                  IMS Health Incorporated
                  __________________________
                  __________________________
                  __________________________
                  Attention:  ______________

            With a copy to:

                  IMS Health Incorporated
                  __________________________
                  __________________________
                  __________________________
                  Attention:  General Counsel

            If to Licensee:

                  __________________________
                  __________________________
                  __________________________
                  __________________________
                  Attention:  President

            with a copy to:

                  __________________________


                                                                         PAGE 16
<PAGE>

                  __________________________
                  __________________________
                  __________________________
                  Attention:  General Counsel

            Such notice shall be effective upon receipt by the other party.
      i.    Neither party may under any circumstances utilize the name,
            trademarks, or tradenames of the other, or any names, trademarks, or
            tradenames so similar as likely to cause confusion, without the
            prior written notice to, and express written approval of, the other.
            Notwithstanding the preceding sentence:
            (1)   Licensee's  advertising and other promotional  materials for
                  products or services which use any of the Data shall identify
                  IMS as originator of such Data, a copy of which material will
                  be promptly provided to IMS on or before the first release of
                  any such material;
            (2)   Licensee is hereby granted a non-transferable and
                  non-exclusive license, without the right to grant sublicenses,
                  to use the trademark Xponent(TM) in connection with the
                  advertising and promotion of the Data, as such term is defined
                  in EXHIBIT 1, and Licensee agrees to use such trademark in
                  connection with its advertising and promotion of any products
                  or services which use Data in accordance with the following:
                  (a) whenever Licensee uses the Xponent(TM) trademark in
                        advertising or in any other manner in connection with
                        the Projected Data or any products or services of
                        Licensee which use the Projected Data, Licensee shall
                        clearly indicate IMS's ownership of the trademark;
                  (b)   samples of all literature, stationery, packages, labels
                        and advertising prepared by or for Licensee and intended
                        to be used by Licensee in connection with the use of the
                        Xponent(TM) trademark shall be promptly provided to
                        IMS by Licensee on or before the release of such
                        materials;
                  (c)   when using the Xponent(TM) trademark, Licensee agrees
                        to comply with all laws pertaining to trademarks in
                        force at any time in the United States, including but
                        not limited to, compliance with marking requirements;
                  (d)   Licensee agrees to comply with any written usage
                        guidelines provided by IMS for use of the Xponent(TM)
                        trademark;
                  (e)   Licensee acknowledges (i) IMS's exclusive right, title
                        and interest in and to the Xponent(TM) trademark and
                        will not at any time do or cause to be done any act or
                        thing contesting or in any way impairing or tending to
                        impair any part of such right, title and interest, and
                        (ii) use by Licensee of the Xponent(TM) trademark shall
                        not create in Licensee's favor any right, title or
                        interest in or to the Xponent(TM) trademark, but that
                        all uses of the Xponent(TM) trademark by the Licensee
                        shall inure to the benefit of IMS.


                                                                         PAGE 17
<PAGE>

            (3)   IMS shall have a right to identify to any Persons (i) that
                  Licensee is a licensee of Data from IMS and (ii) those
                  products and services which Licensee may use the Data under
                  the terms of this Agreement.
      j.    Paragraph headings herein are for convenience only and do not
            control or affect the meaning or interpretation of any terms or
            provisions of this Agreement.


      IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.

IMS HEALTH INCORPORATED:           _______________________________:

By:__________________________      By:________________________________

Name:________________________      Name:______________________________

Title:_______________________      Title:_____________________________

Date: _______________________      Date:  ____________________________




                                                                         PAGE 18