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Exhibit 10.2

                              CONSULTING AGREEMENT

     THIS AGREEMENT, effective as of the 15th day of December, 1998, by and
between Advance Paradigm, Inc., a Delaware corporation ("Advance"), and David A.
George ("Consultant"). Advance and Consultant are sometimes jointly referred to
as the "Parties".


                                    RECITALS

Advance provides knowledge and expertise in the pharmacy benefit management
business including, without limitation, formulary/rebate services, mail service
delivery, claims processing, retail network management, disease management,
demand management services, clinical trials and biomedical survey research
(collectively, the "Business"). Consultant provides knowledge and expertise in
the strategy, finances, business development, marketing and promotion of the
Business. Advance desires to utilize the Services of Consultant in the marketing
of Business and in a variety of capacities.


                             STATEMENT OF AGREEMENT

NOW THEREFORE, in consideration of the mutual promises hereafter set forth, the
Parties agree as follows:

     1. Term of Agreement. The term of this Agreement shall commence as of the
effective date first set forth above and shall continue through March 14, 1999,
unless sooner terminated in accordance with Section 5 hereof.

     2. Consulting Responsibilities. Consultant will apply his efforts to
enhance Advance's performance by providing the services listed below (the
"Services"). Approximately 40% of the business efforts of Consultant will be
devoted to performance of the Services.

          o    Primary focus will be applied to the sales and marketing
               organization, including the development of strategies for
               improved customer segmentation, product and pricing strategies,
               organizational structure and recruitment.

          o    Support the acceleration of entry into the large employer market
               segment through direct marketing efforts and the development of
               direct marketing strategies and processes.

          o    Secondary focus will be placed on the ongoing strategic
               positioning of the company, as it relates to clinical and
               operational integration strategies and customer driven product
               strategies.

          o    Consultant shall provide a summary report of the Services
               performed under this Agreement to the CEO of Advance on a weekly
               basis.

     3. Relationship of the Parties.

          a. Independent Contractor. The Parties hereto agree that this
Agreement does not create an employment, partnership or joint venture
relationship between Advance and Consultant. Consultant shall at all times, act,
perform his obligations and exercise his rights under this Agreement as an
independent contractor. Except as specifically set forth herein, this Agreement
does not prevent the Parties from entering into similar contracts with other
individuals or entities. Consultant shall not be required to maintain regular
business hours, but is only obligated to devote such time to Advance as he
determines in his good faith business judgment to perform the duties and
Services described herein.

          b. Expenses. Reimbursement for reasonable expenses incurred by
Consultant in performance of the Services on behalf of Advance will be handled
as follows:

          o    Advance's policies and procedures for travel and entertainment
               ("T&E") will apply.



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          o    Routine T&E necessary to accomplish the objectives of this
               Agreement will not require prior approval.

          o    Unique expenses beyond routine T&E must be authorized by the CEO
               and will require prior approval.

     4. Compensation and Accounting.

          In consideration of the Services to be rendered by Consultant under
this Agreement, Advance hereby agrees to pay Consultant $15,000 per month in
equal installments every two weeks. Consultant will be responsible for the
payment of income or other taxes relating to such payments.

     5. Termination. This Agreement may be terminated by either party upon 30
days written notice.

     6. Confidentiality. To the extent that Consultant, in performance of the
Services, obtains proprietary knowledge of Advance's operations and processes,
Consultant shall keep such information confidential in the interests of Advance,
consistent with Consultant's duties as a Director of Advance.

     7. No Conflicts. The execution, delivery and performance of this Agreement
by the Parties hereto does not and will not violate or be in conflict with,
result in a breach of or constitute a default under any commitment, arrangement
or agreement to which either Consultant or Advance, as the case may be, is a
Party.

     8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

     9. General. This Agreement constitutes the entire agreement between the
Parties, superseding all prior oral or written agreements with respect to the
subject matter thereof, and may not be altered or amended except by a writing
signed by both Parties. No delay or omission in exercising any right hereunder
shall operate as a waiver of such right or any other right. Neither Party may
assign this Agreement without the prior written consent of the non-assigning
Party. This Agreement shall be binding upon and shall inure to the benefit of
the Parties hereto and their respective heirs, successors and assigns. This
Agreement may be executed in counterparts, each of which when executed, shall be
deemed an original, and all such counterparts shall together constitute one and
the same Agreement.


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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in duplicate.


                             ADVANCE PARADIGM, INC.

                                  /s/ David D. Halbert
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                                  David D. Halbert
                                  Chairman, CEO

                             CONSULTANT

                                  /s/ David A. George
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                                  David A. George