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                                                                    EXHIBIT 10.2

                          CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the "Agreement") is entered into as of June
1, 2001 by and between AdvancePCS, a Delaware corporation (the "Company") and
Jean-Pierre Millon, (the "Consultant"), residing at 9501 East Shea Boulevard,
Scottsdale, Arizona, 85260-6719, United States of America.

1.   SERVICES TO BE PERFORMED. Consultant agrees to assist the Company in
     developing international business opportunities for the Company by
     generating leads for potential transactions, assessing identified
     opportunities and assisting in the negotiations with domestic and or non
     U.S. third parties with respect to mergers, acquisitions, business
     combinations or other strategic or investment relationships (the
     "Services"). In addition, prior to the termination of this Agreement,
     Consultant agrees to deliver a written analysis detailing opportunities for
     the Company to expand its offering of pharmaceutical benefit management
     products and services worldwide. Unless subsequently changed by mutual
     agreement of the parties, the Consultant's primary contact during the term
     of this Agreement will be David D. Halbert the Company's Chairman and Chief
     Executive Officer (the "Company Contact"). Consultant agrees that the
     Services will be monitored and directed by the Company Contact who will
     prescribe the scope of his duties, budgetary limits, completion criteria
     and the nature of any required oral or written reports.

2.   QUALITY OF SERVICES. Consultant hereby represents and assures that any
     Services performed pursuant to this Agreement will be consistent with
     standards expected of persons performing professional services of like
     nature in the industry.

3.   OTHER INTEREST.

          (a)  The Company may from time to time (i) engage other persons and
               entities to act as consultants to the Company and perform
               services for the Company, including services that are similar to
               the Services, and (ii) enter into agreements similar to this
               Agreement with other persons or entities that are not competitive
               with the Company, in all cases without the necessity of obtaining
               approval from Consultant.

          (b)  During the period of this Agreement, Consultant shall not enter
               into any other consulting activity that would cause him to breach
               his confidentiality obligations under this Agreement, nor shall
               Consultant at any time during the period of this Agreement or
               thereafter disclose or use for the benefit of any third party any
               Proprietary Information (as defined in Section 10 hereof) of
               Company.

4.   PERIOD OF AGREEMENT AND TERMINATION. This Agreement is for the period
     beginning June 1, 2001 and ending November 30, 2001 (the "Term"). This
     Agreement may be extended beyond the Term with the consent of both parties.
     In the event of the termination of this Agreement, Consultant shall be
     entitled to payment for Services performed and expenses incurred during the
     Term, subject to the procedure for reimbursement of expenses set forth in
     Section 5 below. Further, either party may terminate this Agreement upon a
     90-day written notice (the "Notice Period") to the other party. In the
     event of such early termination, the

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     monthly retainer and expense reimbursement provisions of Section 5 below
     remain in effect during the Notice Period.

5.   COMPENSATION AND EXPENSES. The Company will compensate Consultant at the
     rate of $25,000 per month, to be paid on the first day of each calendar
     month during the Term. In addition, Consultant shall be entitled to
     reimbursement for all reasonable expenses incurred on behalf of the Company
     in accordance with the Company's policy relating to senior executive
     officers. Consultant shall provide receipts to Company for such expenses on
     a monthly basis.

6.   SPECIAL COMPENSATION.

          (a)  The Company and Consultant expect and anticipate that Consultant
               will be involved in formulating and negotiating specific
               investment proposals. While it is not feasible to specifically
               define such arrangements in advance, the Company and Consultant
               agree to negotiate in good faith appropriate compensation
               arrangements (cash, stock options, stock grants, equity
               participation, warrants or other forms of compensation) which
               recognize the unique value Consultant can bring as a result of
               his expertise. This transactional compensation will be in
               addition to the Consulting Fee.

          (b)  The parties expressly agree that projects introduced to the
               Company by the Consultant or worked on behalf of the Company by
               Consultant during the Term may not be consummated during the
               Term. Accordingly, the parties agree that, with respect to any
               project, opportunity, investment, merger, business combination or
               other transaction worked on by the Consultant during the Term
               that is consummated during the Term or within one year
               thereafter, the Company and Consultant shall enter into the good
               faith negotiation contemplated by this Section 6 so as to provide
               the Consultant with appropriate compensation in light of the
               nature of the project and the value created by the Consultant.

7.   ACCESS TO COMMUNICATIONS AND INFORMATION SERVICES. The Company agrees to
     provide Consultant with access to its administrative support personnel and
     communications and information system as necessary to perform the services
     contemplated hereunder at Company's cost and to work with such support
     staff as is designated by the Company contact.

8.   INDEPENDENT CONTRACTOR STATUS. For purposes of this Agreement and all
     Services provided hereunder, Consultant shall, in all respects, perform as
     an independent contractor and shall not act or represent himself as an
     agent or employee of the Company and shall have no authority hereunder,
     express or implied, to make or undertake any promise, warranty or
     representation, to execute any contract or otherwise to assume or undertake
     any obligation on behalf of or in the name of, the Company.

9.   NO BENEFITS; TAX RESPONSIBILITY.

          (a)  Consultant is not an employee of Company and, except as provided
               in any other agreement or plan conferring rights upon Consultant,
               will not be entitled to

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               participate in or receive any benefit or right as a Company
               employee under any Company employee benefit and/or welfare plans,
               including, without limitation, employee insurance, pension,
               savings and security plans as a result of her entering into this
               Agreement.

          (b)  Consultant shall be solely responsible for the payment of all
               federal, state and local taxes or contributions imposed upon
               employers for performance of consulting services, including
               income tax, social security, unemployment insurance and any other
               taxes that pertain to any amounts paid to Consultant in
               accordance with any provision of this Agreement. Consultant
               further agrees to indemnify, hold harmless and defend the Company
               against any and all claims or liabilities that may be asserted by
               any governmental taxing authority, including payment of attorneys
               fees, charges, assessments, interest, penalties or liabilities
               arising out of or with respect to any tax liabilities relating to
               payments made to Consultant pursuant to this Agreement.

10.  CONFIDENTIALITY AND INTELLECTUAL PROPERTY. This Agreement, all terms and
     conditions thereof, all work Consultant performs hereunder and all trade
     secrets and business confidences of the Company, including, without
     limitation technical data, financial information and business plans
     ("Proprietary Information"), are confidential and shall not be disclosed by
     Consultant to any third party or entity or used for the benefit of anyone
     other than the Company, during or for two years after Consultant's
     engagement, without the Company's prior written approval. Consultant agrees
     that all working papers or final work product resulting from or generated
     in connection with Services performed pursuant to this Agreement shall be
     Company's property with the proviso that such materials will be attributed
     to Consultant if publicly used by the Company. Consultant agrees to return
     all Proprietary Information to the Company on or before the termination of
     this Agreement.

11.  LAWS AND REGULATIONS. Consultant agrees to fully comply with all U.S.
     Federal, state, local or foreign laws, regulations, rules and other
     requirements including, but not limited to, the Anti-Kickback Enforcement
     Act of 1986, the Foreign Corrupt Practices Act, the Shermata Antitrust Act
     and any rules and regulations prohibiting trading in securities based on
     insider information (collectively, "Rules and/or Regulations").

12.  RESTRICTIONS ON COMPETITION. During the Term of this Agreement, and, with
     regard to territory outside of the United States of America, for a
     twelve-month period following termination of this Agreement, and, within
     the United States of America, for a six-month period following termination
     of this Agreement, Consultant will not become engaged in, render services
     to, be employed by, consult with, or become an officer, director, employee,
     agent, consultant, or substantial stockholder any business or enterprise
     substantially engaged or about to become engaged substantially in the
     pharmacy benefit management business.

13.  INDEMNIFICATION.

          (a)  As a material inducement to Consultant's agreement to perform the
               Services contemplated hereunder, the Company agrees to indemnify
               and hold harmless the Consultant, to the fullest extent permitted
               by law, against any and all expenses,

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               attorneys fees, costs, judgments, fines and amounts paid in
               settlement actually and reasonably incurred by Consultant in
               connection with any threatened, pending or completed action, suit
               or proceeding, whether civil, criminal, administrative or
               investigative (including any action or in the right of the
               Company) to which the Consultant is, was at any time, becomes a
               party, or is threatened to be made a party, arising from or in
               any way related to the Services performed by the Consultant
               hereunder. Notwithstanding the foregoing, no indemnification
               shall be paid by the Company with respect to any acts or
               omissions by the Consultant which is finally adjudged by a court
               of competent jurisdiction to constitute willful misconduct or to
               have been knowingly fraudulent or deliberately dishonest. All
               obligations of the Company hereunder shall continue throughout
               the Term and thereafter with respect to my actions, omissions or
               conduct occurring during the Term (as it maybe extended from time
               to time).

          (b)  The Consultant shall promptly notify the Company of any matter
               which is or may be the subject of an indemnification claim
               hereunder. The Company shall not be liable to the Consultant in
               the Agreement for any amounts paid in settlement for any action
               or claim effective without its written consent.

          (c)  The expenses (including attorneys fees) incurred by the
               Consultant in investigating, defending or appealing any
               threatened, pending or completed action, suit or proceeding
               covered hereunder, whether civil, criminal, administrative or
               investigative, including, with out limitation, any action by or
               in the right of the Company shall be paid in advance by the
               Company. The Consultant shall reimburse the Company for all
               reasonable expenses paid by the Company pursuant to the
               indemnification provisions hereof in the event it shall be
               finally determined Consultant is not entitled to be indemnified
               by the Company for such expenses under the terms of this
               Agreement.

14.  ASSIGNMENT. This Agreement is not assignable or transferable by either
     party.

15.  WAIVER. Failure of Company to enforce any of its rights under this
     Agreement shall not constitute a waiver of such rights or any other rights
     under this Agreement.

16.  GOVERNING LAW. This Agreement is deemed to be made under, and shall be
     construed according to, the laws of the State of Arizona and arty suit
     hereunder shall be brought in said jurisdiction.

17.  ENFORCEABILITY. This Agreement and any attached exhibits constitute the
     entire Agreement between Consultant and Company, and may be changed or
     amended only by a written change, amendment or supplement agreed to and
     executed in writing by both patties.

18.  SEVERABILITY. If any provision of this Agreement shall be held to any
     extent to be invalid or unenforceable, the remainder of this Agreement
     other than those provisions as to which it has been held invalid or
     unenforceable, shall not be affected thereby, and each provision of this
     Agreement shall be valid and enforceable to the fullest extent permitted by
     law.

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19.  SURVIVAL. The provisions of paragraph 10 shall survive the expiration of
     the terms of this Agreement.

20.  COUNTERPARTS. This Agreement shall become binding when any one or more
     counterparts hereof, individually or taken together, shall bear the
     signatures of Consultant and the Company. This Agreement may be executed in
     two or more counterparts, each of which shall be deemed to be an original
     as against any party whose signature appears thereon, but all of which
     together shall constitute but one and the same instrument.

21.  ATTORNEYS FEES. In the event of any action or other proceeding brought to
     determine or enforce the rights or obligations of the parties hereto, the
     prevailing party shall be entitled to recover all of its reasonable
     attorneys fees and expenses for bringing and pursuing such action and for
     collecting on any judgment or award entered therein.

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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
duly executed this Agreement as of the date first above written.

          ADVANCEPCS                              CONSULTANT

By:      /s/ David D. Halbert          By:      /s/ Jean-Pierre Millon
   --------------------------------        --------------------------------
                                                  Jean-Pierre Millon
Name: David D. Halbert

Title: CEO

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