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                                                                   Exhibit 10.12

                      MEDICAL EDUCATION SERVICES AGREEMENT
                      ------------------------------------


THIS AGREEMENT, effective on September 30, 1999, (the "Effective Date"), is
between Bristol-Myers Squibb Company, having its offices at 345 Park Avenue, New
York, New York ("B-MS"), and Mediconsult.com Limited, with its head office at
Jardine House, 4th Floor, 33-35 Reid Street, Hamilton, Bermuda HM 12,
("Company").

WHEREAS, B-MS is engaged in the development, distribution and sale of
pharmaceutical products supported by innovative, serial, interactive medical
education programs delivered via the internet and facilitated by BMS
representatives;

WHEREAS, Company is engaged in providing internet-based solutions to
pharmaceutical companies, physicians and patients as well as other services to
third parties; and

WHEREAS, the parties desire that Company provide management and logistical
coordination services related to the delivery of live, interactive, B-MS
sponsored opinion leader led, internet delivered programs in conjunction with a
B-MS representative (facilitator) to B-MS in accordance with the terms and
conditions hereinafter specified.

NOW, THEREFORE, in consideration of the promises contained herein and intending
to be legally bound hereby, the parties hereto agree as follows:

1.      Definitions    When used in this Agreement, the following terms shall,
        -----------
        except where the context requires otherwise, have the meanings
        identified below:

        1.1.   Attendee - Any person or persons participating in a medical
               education Program or Meeting.

        1.2.   B-MS Relationship Reconciliation - A written summary of the
               status of all Projects performed during the previous contract
               year, as well as all active, ongoing Projects in the current
               contract year, using the forms provided in Schedule E of this
               Agreement.

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        1.3.   B-MS Relationship Review - A meeting between a designated Company
               representative, as specified in a Project Order, and the
               appropriate representative from B-MS, the purpose of which is the
               review of the status of all Projects being performed, and those
               completed, under this Agreement. All meetings required hereunder
               shall be conducted in person, unless the Company's primary
               offices are more than 200 miles from B-MS's Plainsboro/Princeton
               area offices. In such event, teleconference or videoconference
               meetings are an acceptable substitute.

        1.4.   Concierge - An employee of the Company assigned to manage all
               logistics for executing a Program. The concierge will
               specifically manage communications and logistics related to the
               B-MS opinion leader.

        1.5.   Co-Pilot - An individual either from B-MS or the Company who will
               co-facilitate the production of individual Programs.

        1.6.   extraNet Website - An internet site which will allow employees
               from B-MS and the Company to access project management tools, a
               calendar of past and planned Programs, promotional information,
               training tools, and archived Programs.

        1.7.   Initial Term - The period of time commencing on the Effective
               Date and terminating December 31, 2000, unless or until
               terminated by either party in accordance with the terms of this
               Agreement. This period is also referred to as "Stage One".

        1.8.   Management Fee - The fee payable by B-MS to Company for the
               Services performed by Company related to any Meeting, Program or
               Project, assigned to Company under this Agreement.

        1.9.   Meeting - A live, interactive B-MS opinion leader led, internet
               delivered program in conjunction with a B-MS representative
               (facilitator) participation for which Services are provided by
               the Company hereunder. A Meeting may also be archived or
               transferred to cd-rom or any comparable format for subsequent
               viewing by a healthcare provider with or without a B-MS
               representative.

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        1.10.  Milestone - A day set forth in each completed Project Order that
               represents a critical step in the completion of a project or
               service as defined in the project timeline.

        1.11.  Pass-Through Expenses - Those third party, and/or all other
               expenses not included in the Management Fee incurred by the
               Company on behalf of B-MS according to the procedures set forth
               herein, either paid by the Company and reimbursable by B-MS or
               directly billed to B-MS through preferred suppliers on behalf of
               the Company.

        1.12.  Program - A live, interactive B-MS opinion leader led, internet
               delivered program in conjunction with a B-MS representative
               (facilitator) participation for which Services are provided by
               the Company hereunder. A Program may also be archived or
               transferred to cd-rolm or any comparable format for subsequent
               viewing by a healthcare provider with or without a B-MS
               representative.

        1.13.  Project - Any Program or Meeting, or series of thereof, assigned
               to Company by BMS for the performance of Services related
               thereto, under the terms of a Project Order attached hereto as
               Schedule D, and hereby made a part hereof.

        1.14.  Project Reconciliation - A written summary of the status of each
               Project including, without limitation, fees paid to Company for
               each Project, and all expenses incurred by Company related to the
               Project.

        1.15.  Project Review - A person to person meeting between a designated
               Company representative, as specified in a Project Order, and the
               appropriate representative from B-MS, the purpose of which is the
               review of the status of any open Project or upon final completion
               of a Project.

        1.16.  Ramp Down Costs - Costs associated with this Agreement or
               Services provided pursuant to an active Project Order. These
               costs will be partially reimbursed in the event the Agreement
               expires after Stage One or Stage Two, terminates or is suspended.
               Such costs may include, but are not limited to, the salaries,
               fringe

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               benefits and directly allocated overhead costs related to
               the 3 month ramp down period for any employees who have spent
               more than 80% of the prior 3 months working on B-MS projects
               under this Agreement. The amounts and payment methodologies for
               such Ramp Down Costs are to be negotiated within 30 days of the
               decision to allow the Agreement to expire after Stage One or
               Stage Two, or within 30 days after notification of early
               termination or suspension of this Agreement.

        1.17.  Services - The Meeting or Program services performed in
               accordance with a Project Order, subject to the performance
               standards set forth in Schedule A or as modified in a specific
               Project Order, to be provided by the Company to B-MS during the
               term of this Agreement.

        1.18.  Speaker - Any person requested to speak or present at any
               Meeting, Project or Program

        1.19.  Stage Two - A potential two-year renewal period from January 1,
               2001 through December 31, 2002.

        1.20.  Stage Three - A potential two-year renewal period from January 1,
               2003 through December 31, 2004.

2.      Agreement Term
        --------------

        2.1.   The term of this Agreement shall commence on the Effective Date
               and will continue in effect until December 31, 2000, unless or
               until terminated by either party in accordance with the terms of
               this Agreement. This initial term is also called Stage One of the
               Agreement.

        2.2.   Based on acceptable performance levels by the Company during
               Stage One as determined by B-MS, B-MS and the Company will enter
               into discussions regarding a two year renewal of this Agreement,
               Stage Two (January 1, 2001 through December 31, 2002), by
               September 1, 2000 with final agreement on contract language,
               exclusivity and payment methodologies for additional Programs by
               October 31, 2000. Subject to the parties reaching agreement on
               Stage

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               Two, B-MS will employ reasonable best efforts to deploy
               3,000 Programs during Stage Two of the Agreement. Activity scale
               up in Stage Two will be contingent on anticipated reductions in
               the price per program to be provided by the Company. Exclusive of
               quality and/or technology issues and subject to B-MS's rights to
               terminate under Section 14.1., if the parties do not reach an
               agreement related to Stage 2 by October 31, 2000, Stage 1 and all
               open Project Orders will be extended to April 1, 2001 or Project
               completion whichever occurs last. Negotiations of any final Ramp
               Down Costs and related Company service utilization will be
               conducted and finalized between November 1, 2000 and November 30,
               2000.

        2.3.   Based on acceptable performance levels by the Company during
               Stage Two as determined by B-MS, B-MS and the Company will enter
               into discussions regarding a two year renewal of this Agreement,
               Stage Three (January 1, 2003 through December 31, 2004), by
               September 1, 2002 with final agreement on contract language,
               exclusivity and payment methodologies for additional programs by
               October 31, 2002. Exclusive of quality and/or technology issues
               and subject to B-MS's rights to terminate under Section 14.1., if
               the parties do not reach an agreement related to Stage 2 by
               October 31, 2002, Stage 2 and all open Project Orders will be
               extended to April 1, 2003 or Project completion whichever occurs
               last. Negotiations of any final Ramp Down Costs and related
               Company service utilization will be conducted and finalized
               between November 1, 2002 and November 30, 2002.


3.      Services
        --------

        3.1.   B-MS agrees to engage the Company in a minimum of three (3)
               Project Orders during Stage One of this Agreement. Subject to the
               initiation and successful completion, as determined by B-MS, of
               the Services set forth in each Project Order, B-MS agrees to
               compensate the Company up to a maximum of Five Million Dollars
               ($5,000,000) for Services provided under Project Orders 1 and 2.
               It is anticipated that Project Order 3 will cover Services
               provided by the Company

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               in the preparation and facilitation of activities related to the
               initial 240 broadcasts to begin July 1, 2000. The detailed
               services, pricing and payment methodologies for Project Order 3
               will be negotiated no later than March 31, 2000 and this
               Agreement will be amended to include services, pricing and
               payment methodologies for Project Order 3.

               3.1.1.    Project Order 1 will include, at a minimum, and require
                         the delivery of full documentation to support the
                         development of the initial business model concept for
                         B-MS requested services, development of B-MS directed
                         customization of the initial business plan, development
                         of initial high level processes, work plans, required
                         components for the initial 240 Programs and all
                         presentations to B-MS and related consulting services.
                         In addition, Project Order 1 will cover all consulting
                         services and processes developed to date. The payment
                         schedule, complete scope of services and activities
                         will be specified in Project Order 1, which shall be
                         submitted by the Company, and if acceptable to B-MS,
                         approved in writing by B-MS prior to the final
                         execution of this Agreement. The maximum payment for
                         Project Order 1 will be One Million Dollars
                         ($1,000,000).

               3.1.2.    Project Order 2 will include, at a minimum, and require
                         delivery of documentation and prototypes for the design
                         and approval by B-MS of detailed process, work plans,
                         systems and organization structures for the opinion
                         leader recruitment and management system, the broadcast
                         scheduling and logistics system and the extranet
                         website. In addition, Project Order 2 will include and
                         provide full documentation of the design of detailed
                         processes and work plans for broadcast execution,
                         content management, training plans and curriculum
                         design for B-MS sales force, Co-Pilots, Concierges and
                         other necessary personnel related to the initial 240
                         programs, delivery of the database cross-match of the
                         POL membership to B-MS's T2001 database, services in
                         preparation and support for Neuroscience Opinion Leader
                         training and services related to the Plan of Action
                         meetings for the Neuroscience/Infectious
                         Disease/Dermatology (NID) sales force, as well as,
                         detailed work plans for

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                         all activities related to the 240 programs and
                         execution of activities related to retaining staff to
                         implement the 240 Program roll-out. The payment
                         schedule, complete scope of Services and related
                         activities will be specified in Project Order 1, which
                         shall be submitted by the Company and if acceptable to
                         B-MS approved in writing by B-MS prior to the final
                         execution of this Agreement. The maximum payment for
                         Project Order 2 will be Four Million Dollars
                         ($4,000,000).

               3.1.3.    It is anticipated that Project Order 3 will cover
                         Services provided by the Company in the preparation and
                         facilitation of the initial 240 Programs to begin July
                         1, 2000. The detailed services, pricing and payment
                         methodologies for Project Order 3 will be negotiated no
                         later than March 31, 2000 and this Agreement will be
                         amended to include services, pricing and payment
                         methodologies for Project Order 3.

        3.2.   In addition to the initial 3 Project Orders, B-MS may, from time-
               to-time, engage the Company to provide additional services by
               submitting to the Company a written request for services which
               shall set forth, in sufficient detail, the specifications and
               such other project information as B-MS shall deem appropriate
               ("Additional services"). All Additional services performed by the
               Company for B-MS shall be governed by the terms of this
               Agreement.

        3.3.   Promptly after receipt of such request for Additional services,
               the Company will provide a written proposal containing a
               description of services and associated pricing for performance of
               the Additional services in accordance with said description and
               in accordance with Schedule C. The pricing for, and description
               of services, which shall include the specifications, scope and
               deliverables of the respective project, shall be submitted with a
               completed Project Order, in the format attached hereto as
               Schedule D.

        3.4.   In the event B-MS elects to have the Company perform such
               Additional services for a Project, B-MS shall accept such
               proposal in writing, signified by a completed Project Order,
               signed by a duly authorized representative of each of the

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               parties, whereupon the Company shall perform the Additional
               services in accordance with the specifications for that project.

        3.5.   Any changes in specifications, deliverables, scope, or other
               aspects of a Project specified in any Project Order must be
               submitted in writing in a revised Project Order, approved and
               executed by the Company and B-MS prior to the commencement of any
               work related thereto, in accordance with Schedule C. Any
               additional work not directly related to such changes is not
               billable to B-MS.

        3.6.   For the purposes of this Agreement, scope changes include, but
               are not limited to, additions to, reductions in or changes in the
               type of work required for the Services set forth on the original
               Project Order. Additional work required as a result of such scope
               changes shall include hours that the Company will incur as a
               result of such scope changes, provided the additional work is
               approved by B-MS, in writing. Company will promptly submit the
               necessary Project Order schedule(s), attached as Schedules D.1,
               D.2 and D.3, to B-MS when there is a change of scope. The Project
               Order schedules will include costs applicable to each scope
               change, and shall reflect the new, total cost of the Project.

               3.6.1.    Additional work not resulting from scope changes
                         includes, among other things, (i) work required in
                         order to complete deliverables as outlined in the
                         Agreement or Project Order schedules, except where such
                         work is required due to the delay or failure of B-MS to
                         perform as required hereunder or in a Project Order and
                         (ii) work required in B-MS's reasonable discretion as a
                         result of poor quality, ineffective, incorrect, or
                         unsatisfactory work on the part of the Company.

        3.7.   Schedule D.1-D.3 will be attached to each completed Project
               Order, as necessary, and submitted for all Services performed by
               the Company. Estimated costs and hours for each Project will be
               submitted on a separate form (one form per Project). For all
               other Projects, pricing will be submitted in the Company's own
               format, unless B-MS chooses to supply a form for such Projects.

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        3.8.   The Company represents and warrants that (i) it has sufficient
               experience and expertise to perform all Services and Projects to
               be performed hereunder, (ii) its personnel will perform all such
               Services and Projects in accordance with the provisions of this
               Agreement including the Confidentiality provisions, and (iii) it
               shall utilize only individuals with suitable professional
               training to perform such Services and Projects. The Company
               shall, at no cost to B-MS, re-perform any work in compliance with
               this warranty. In addition, all Services performed pursuant to
               this Agreement shall be rendered in accordance with all
               applicable industry standards and practices generally applicable
               to the Company's and B-MS' industry, including, without
               limitation, all relevant regulations, laws, guidelines and
               standards including those set forth by the American Medical
               Association ("AMA"), the U.S. Food and Drug Administration
               ("FDA"), the Accreditation Council for Continuing Medical
               Education (the "ACCME") and the performance standards specified
               in Schedule A.

               3.8.1.    Company agrees to provide logistical support consistent
                         with AMA, FDA and ACCME guidance for any medical
                         education program being developed by an independent
                         third party institution under an educational grant from
                         B-MS. The third party institution retains and is
                         responsible for exercising full control over the
                         structure and the content of any activity funded
                         through the grant by B-MS, including the selection of
                         instructors and presenters for any programs or
                         presentations. Generation of participants or audience
                         attendance for the funded independent medical education
                         program will be the responsibility of the third party
                         institution, however, Company may provide limited
                         assistance at the specific direction or request of the
                         third party institution.

        3.9.   Except as otherwise agreed in a Project Order the Company shall
               furnish all personnel, facilities, equipment, material, supplies,
               know-how and otherwise do all things necessary for, or incident
               to, the performance of Services related to each Project. In
               addition, the Company shall not charge B-MS for any Services

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               including any Additional services performed by the Company's
               employees under this Agreement if said employees are (i)
               currently performing services for B-MS under a separate
               agreement, and (ii) Company is charging B-MS a full time rate for
               said employees under that separate agreement.

        3.10.  B-MS may, in its reasonable discretion, either reject personnel
               assigned by Company to a Project, or request the Company to
               remove an employee from any Project assigned to the Company
               hereunder. Such requests will be reviewed by the parties in
               advance of any personnel changes and will be considered under
               nondiscriminatory conditions. In the event of such rejection or
               removal, Company shall promptly identify a new person for
               assignment to the Project. To the extent reasonably possible, the
               Company must gain approval from B-MS at least two (2) months
               prior to adding or removing any employee from any Project
               assigned to the Company hereunder.

4.      Payment
        -------

        4.1.   For Services
               ------------

               4.1.1.    B-MS will pay the Company, as full and complete
                         compensation for satisfactorily providing the Services
                         and assuming all duties, responsibilities, and
                         obligations under this Agreement, a management fee and
                         pass through expenses in accordance with the rates and
                         pricing as specified in each Project Order as
                         negotiated and subject to the maximum amount set forth
                         in the Section 3 Services of this Agreement or as
                                          --------
                         amended. The Company shall not incur any expenses to be
                         billed to B-MS for any Services without the prior
                         written approval by an authorized representative of
                         B-MS.

               4.1.2.    For Services requested by B-MS of the Company, effected
                         through a Project Order and matching the service
                         description, B-MS will pay the Company, as full and
                         complete compensation for satisfactorily providing the
                         Services and assuming all duties, responsibilities, and
                         obligations

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                         under this Agreement, a Management Fee not to exceed
                         that specified in each Project Order as negotiated.

               4.1.3.    Upon written approval by B-MS of each Project and the
                         related expenses, B-MS shall pay the Company a
                         Management Fee in accordance with the following
                         schedule UNLESS a separate payment schedule is
                         described as part of a completed Project Order:

                         4.1.3.1. One-third of the estimated budget net fifty-
                                  five (55) days following B-MS' receipt of the
                                  Company's invoice, in accordance with Section
                                  4.2 below;

                         4.1.3.2. One-third of the estimated budget net fifty
                                  five (55) days following B-MS' receipt of the
                                  Company's second invoice, in accordance with
                                  Section 4.2 below; and,

                         4.1.3.3. The remaining balance of actual costs related
                                  to the Management Fee incurred for the Project
                                  net fifty-five (55) days following receipt of
                                  the Company's final invoice for such costs.

        4.2.   Billing Procedure: Company shall bill B-MS for fees in
               -----------------
               accordance with the Invoicing Guidelines in Schedule F. If a
               separate payment schedule is NOT described in a specific Project
               Order, the billing shall occur as follows:

               4.2.1.    The Company shall bill B-MS, promptly upon commencement
                         of the Project, for an amount equal to one-third of the
                         Project Management Fee set forth in the Project Order
                         for the respective Project.

               4.2.2.    At the Midpoint of a Project or Program, the Company
                         shall bill B-MS for an amount equal to one-third of the
                         Project Management Fee set forth in the Project Order
                         for the respective Project.

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                4.2.3.   Within thirty (30) days of completion of the proposed
                         Services and acceptance of deliverables for each
                         Project, the Company shall (i) submit to B-MS
                         reconciliation reports for the Project or Program,
                         which shall contain the information set forth in, and
                         in a form similar to those set forth on Schedule E, and
                         (ii) bill B-MS the remaining balance of the actual
                         charges, including Management Fee and Pass Through
                         Expenses, incurred for each Project.

                4.2.4.   Invoices shall be payable net fifty-five (55) days
                         following the receipt thereof by B-MS, provided Company
                         submits the reconciliation reports required above.

        4.3.    Pass-Through Expenses: In addition to the agreed upon
                ---------------------
                Management Fee for Services and excluding any Pass-Through
                Expenses which may be directly billed to B-MS by a third party
                on behalf of the Company, B-MS shall reimburse the Company for
                reasonable Pass-Through Expenses incurred in connection with a
                Project and specified in the estimate included within a proposal
                for such Project. Any individual Pass-Through Expense which is
                expected to, is budgeted to, or is likely to exceed $20,000 must
                be submitted to three (3) vendors for bids on the related work,
                or, when less than three (3) vendors are available, to the
                maximum number of vendors reasonably possible.

                4.3.1.  With the exception of expenses that are directly billed
                        to B-MS, Company may bill B-MS an amount equal to no
                        more than 50% of the estimate for Pass-Through Expenses
                        upon commencement of the Project. Company will reconcile
                        these expenses and make appropriate adjustments on the
                        final project invoice presented to B-MS. Invoicing for
                        Pass-Through Expenses will be submitted in accordance
                        with Schedule F.

                4.3.2.  B-MS shall reimburse the Company for the following
                        Pass-Through Expenses:

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                        4.3.2.1.  All approved, actual project expenses,
                                  reasonable travel expenses (including
                                  transportation at coach class and hotels and
                                  meals of Company personnel in connection with
                                  necessary and customary servicing of the B-MS
                                  account), the production of materials (with
                                  prior written approval of B-MS) and special
                                  requests by B-MS. Travel to and from B-MS
                                  facilities in the Plainsboro/Princeton area
                                  will be at the Company expense, and time spent
                                  by employees of the Company for such travel
                                  will not be billed to B-MS. All travel outside
                                  the Company's offices directly related to B-MS
                                  Projects requested and approved by B-MS in
                                  advance of the travel period will be paid as
                                  an out-of-pocket expense. All travel
                                  arrangements for Company employees will comply
                                  with the B-MS Travel Policy for Medical
                                           ------------------------------
                                  Education Vendors.
                                  ------------------

                        4.3.2.2.  Facsimile, telexes, long-distance telephone,
                                  telegrams and similar means of communications,
                                  storing, customs, duties, sales and excise
                                  taxes and the like specifically related to
                                  Program Services.

                4.3.3.  The following are not reimbursable Pass-Through
                        Expenses: (i) Company employees' breakfast, snacks,
                        lunches and dinners during the course of normal work
                        days, excluding days in attendance at a Meeting or
                        Program; (ii) Company presentations for additional B-MS
                        products not previously incorporated into this Agreement
                        (unless with prior written approval of B-MS); (iii)
                        handling costs or commissions on honoraria charged by
                        the Company or third parties; and, (iv) Company hours
                        spent in Project Review or B-MS Relationship Review
                        meetings.

                4.3.4.  In no event shall the Company incur total Pass-Through
                        Expenses for any Project which exceed the estimates set
                        forth in the relevant Project Order by five percent
                        (5%), without prior written approval by B-MS. B-MS

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                        shall not be obligated to pay Company for any such
                        excess expenses incurred without such prior written
                        approval.

                4.3.5.  Company will not submit an invoice to B-MS for
                        Pass-Through Expenses that will be directly billed to
                        B-MS through preferred suppliers.

                        4.3.5.1.  All documents and packages requiring shipping
                                  service shall be shipped by UPS or Fed Ex in
                                  accordance with the requirements specified in
                                  Schedule G.1.

                        4.3.5.2.  All printed materials, excluding reprographics
                                  and work with a cost under $1,000, shall be
                                  produced by a B-MS preferred printer in
                                  accordance with the requirements specified in
                                  Schedule G.2.

        4.4.    Subject to a specific Project Order, the Company may be
                responsible for handling payment of speaker honoraria and for
                all tax record preparation and reporting associated with Speaker
                honoraria. In addition, honoraria shall be paid to Speakers
                within ten (10) working days of the conclusion of the respective
                Program or Meeting. For the purposes of this Agreement,
                honoraria are considered to be Pass-Through Expenses.

        4.5.    The parties acknowledge that, from time to time, as Project,
                Program or Meeting logistics may require, the Company may
                request and B-MS shall make certain payments directly to a third
                party payee. All such requests by the Company must be submitted
                to B-MS in writing.

        4.6.    No commission.  The Company shall bill B-MS its actual costs
                --------------
                for any Pass-Through Expenses set out in Articles 4.4 and 4.5,
                net of any commissions.

        4.7.    During the term of this Agreement, and for a period of two (2)
                years thereafter, upon reasonable notice and at reasonable
                times, B-MS shall have the right to audit

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                and examine all contracts, third party bids, documents,
                correspondence, time sheets, account records, and other material
                (except for individual payroll and personnel records) which
                relate to the B-MS account. Without limiting the generality of
                the foregoing, some examples of documents that may be requested
                include Fee Spending Summary by Project, Fee Spending Summary by
                Employee, Fee Spending Detail by Project, Fee Reconciliation,
                and receipts for expenses. This right may be exercised by any
                employee, agent, representative, attorney or accountant duly
                authorized by B-MS. The expense of such audit or examination
                shall be borne by B-MS.

        4.8.    Notwithstanding anything contained herein to the contrary, B-MS
                shall not be obligated to pay for, and the Company shall not
                invoice B-MS for, any time spent traveling in connection with
                this Agreement or management of employees of the Company with
                regard to such issues as skills, level of proficiency, work
                habits and other items necessary to ensure the high level of job
                performance required in connection with the rendering of
                Services to B-MS but not solely directed to the management or
                conduct of a Project.

5.      Company Performance Review/Reconciliation
        -----------------------------------------

        5.1.    B-MS acknowledges and agrees that B-MS's performance of its
                obligations under this Agreement and cooperation with the
                Company are essential to the Company's ability to provide
                Services in the manner and within the time periods specified in
                the Project Orders, and each party agrees to cooperate in good
                faith and maintain an appropriately high level of effort to meet
                the timetables outlined in the Project Orders and ensure
                effective communication and coordination in all matters
                requiring the joint efforts of B-MS and the Company. To this
                end, during the term of this Agreement B-MS and Company will
                hold monthly meetings on the third Tuesday of each month, or
                such other day as B-MS and Company may agree, attended by
                designated senior managers of both B-MS an Company. The purpose
                of such meetings will be to mutually assess the respective
                parties' level of activity and performance quality as measured
                by a predetermined reporting mechanism

                                       15
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                (Progress/QA/QC/Report Card) hereunder and to coordinate each
                party's role in achieving the goals of this Agreement.

        5.2.    From time to time during the term of this Agreement, but in no
                event less than once per year, B-MS may request, and the Company
                agrees to participate in, a performance evaluation with respect
                to the Company's performance of the Services, the working
                relationship between the Company and B-MS, and the
                implementation of this Agreement.

        5.3.    Within thirty (30) days after the end of each Program or
                Project, the Company will provide B-MS with a Project
                Reconciliation, and promptly thereafter, but no sooner than five
                (5) days after B-MS' receipt of the Project Reconciliation, the
                parties shall meet for a Project Review.

        5.4.    On an annual basis the Company will provide B-MS with the B-MS
                Relationship Reconciliation and promptly thereafter, but no
                sooner than five (5) days after B-MS' receipt of the B-MS
                Relationship Reconciliation, the parties shall meet for a B-MS
                Relationship Review.

6.      Confidential Information
        ------------------------

        6.1.    Company acknowledges and agrees that, while providing Services
                hereunder it may have access to, or become acquainted with,
                certain information that B-MS considers confidential and
                proprietary. For the purposes of this Agreement, "Confidential
                Information" shall include, without limitation, all information
                relating to B-MS' products, B-MS' past, present and future sales
                and marketing information, commercial and financial trade
                secrets, intellectual property, written documents, depictions,
                oral statements, art work, answer prints, and other similar
                information, which is revealed to Company as a result of
                entering into or performing its obligations under this
                Agreement. Confidential Information shall not include any
                information that:

                                       16
<PAGE>

                6.1.1. was known to Company prior to the date of this Agreement,
                       as evidenced by its written records;

                6.1.2. was lawfully obtained by Company from a third party
                       without any obligation of confidentiality;

                6.1.3. is or becomes part of the public domain except by
                       breach of this Agreement;

                6.1.4. is possessed or developed by Company independently and
                       apart from this Agreement; or

                6.1.5. is required to be disclosed pursuant to any statutory,
                       regulatory or judicial requirement or other legal
                       compulsion. In the event Company is compelled to disclose
                       Confidential Information as contemplated herein, Company
                       will provide advance written notice to B-MS prior to
                       making such disclosure, shall inform the receiving party
                       of the confidentiality requirements of this Agreement
                       prior to disclosing any such Confidential Information,
                       and limit any such disclosure to the scope required by
                       the statutory, regulatory, judicial or other legal
                       compulsion.

        6.2.    For a period of five (5) years from the expiration or
                termination of this Agreement, Company shall keep all
                Confidential Information in confidence and use the Confidential
                Information only in connection with the performance of its
                obligations hereunder and for no other purpose, and shall not
                disclose or otherwise make available, directly or indirectly,
                any item of Confidential Information to anyone other than
                Company employees and agents of Company who need to know the
                same in the performance of the Services. Company will require
                all its employees and/or agents having access to B-MS
                Confidential Information to treat such Confidential Information
                in the same manner as they treat Company Confidential
                Information and shall take all such necessary precautions to
                prevent unauthorized disclosure of such Confidential Information

                                       17
<PAGE>

                by its employees, directors, officers or agents. Company shall
                not duplicate any material containing Confidential Information,
                except in the direct performance of the Services under this
                Agreement. Upon request of B-MS, Company shall either return or
                destroy, at B-MS' sole discretion, all Confidential Information
                in its or its agents' possession within thirty (30) days
                following the expiration or termination of this Agreement.

        6.3.    The Company acknowledges that the unauthorized use or disclosure
                of Confidential Information by Company's employees or agents may
                give rise to irreparable injury and that such injury may not be
                adequately compensated by damages, and that, accordingly, B-MS
                may seek and obtain injunctive relief against the Company or any
                individual furnished Confidential Information by B-MS hereunder
                to prevent the breach or threatened breach of any promise made
                in this Agreement, in addition to any other legal remedies which
                may be available to B-MS. The rights of B-MS stated in this
                paragraph shall remain in full force and effect after
                termination of this Agreement.

        6.4.    To the extent B-MS is provided access to or becomes acquainted
                with Confidential Information of Company in connection with this
                Agreement, the foregoing provisions of this Article shall apply
                in a reciprocal manner to the Confidential Information of
                Company and the related obligations of B-MS. However, B-MS's
                obligation herein to the Company is limited to Confidential
                Information specifically identified by the Company as
                confidential, and the Company must reduce to writing and provide
                to B-MS marked as confidential a description of any Confidential
                Information disclosed to B-MS up through the date of execution
                of the Agreement within thirty (30) days of said execution.
                Moreover, all subsequent disclosures of Confidential Information
                by the Company to B-MS must be marked confidential or where oral
                or visual reduced to writing and provided to B-MS within thirty
                (30) days of such disclosure.

         6.5.   Any public announcements or similar publicity with respect to
                the existence and/or terms of this Agreement or any announcement
                or disclosure relating to the

                                       18
<PAGE>

                Services provided hereunder shall be made only upon prior
                written approval by Authorized representatives of the parties.
                Nothing herein shall prevent either party from making such
                disclosures as may be required pursuant to any statutory,
                regulatory or judicial requirement or other legal compulsion
                provided, however, the disclosing party will provide advance
                written notice to the other party prior to making such
                disclosure and limit any such disclosure to the scope required
                by statutory, regulatory or legal compulsion. B-MS acknowledges
                and agrees that the Company: (a) will be required to file this
                Agreement as a "material contract" with the U.S. Securities and
                Exchange Commission ("SEC"), and that the Company will request
                confidential treatment with respect to the Schedules to the
                Agreement and any other parts of the Agreement reasonably
                requested by B-MS; and (b) may include in its filings, reports
                and discussions with the SEC, its stockholders and other persons
                information regarding the Agreement upon written prior approval
                of B-MS. B-MS agrees to consider in good faith any request by
                the Company for consent to include in such filings and reports
                other information regarding the Agreement reasonably requested
                by the Company.

7.      Indemnification
        ---------------

        7.1.    Indemnification by the Company.  The Company shall defend,
                ------------------------------
                indemnify and hold harmless B-MS, its directors, officers,
                employees and agents, and any person or entity which controls
                any of them, from and against any and all claims, suits,
                actions, damages, liabilities, assessments, interest charges,
                penalties, costs or expenses (whether or not arising out of
                third-party claims and including all amounts owed by the parties
                in accordance with the terms of this Agreement), including
                reasonable attorney's fees (collectively, "Liabilities"),
                arising out of (i) the breach by the Company of any of its
                covenants or obligations under this Agreement and (ii) the
                Company's negligence or willful acts or omissions, (iii) libel,
                slander, or defamation, (iv) infringement of copyright or other
                intellectual property right of any kind whatsoever, (v) piracy,
                plagiarism, unfair competition or item misappropriation under
                any implied contract, and (vi) invasion of rights of privacy
                committed or alleged to have been committed in any work prepared
                by,

                                       19
<PAGE>

                for, or on behalf of B-MS hereunder. Indemnification under this
                provision shall survive termination of this Agreement.

        7.2.    Indemnification by B-MS.  B-MS shall defend, indemnify and hold
                ------------------------
                harmless the Company, its directors, officers, employees and
                agents, and any person or entity which controls any of them,
                from and against any and all liabilities arising out of (i) the
                breach by B-MS of any of its covenants or obligations under this
                Agreement; (ii) B-MS' negligence or willful acts or omissions;
                (iii) the manufacture, distribution, use, or sale of any
                products by B-MS or any product liability claim relating to
                products presented at a Meeting; (iv) material created by B-MS
                and provided to Company for the performance of services
                hereunder; (v) infringement of copyright or other intellectual
                property right arising from design requirements or product
                specifications provided in written instructions or materials
                from B-MS; and (vi) B-MS' failure to pay Pass-Through Expenses
                in accordance with Schedule G and Article 4. Indemnification
                under this provision shall survive termination of this
                Agreement.

        7.3.    Indemnification Procedures.  A person or entity (the
                --------------------------
                "Indemnitee") which intends to claim indemnification under this
                Article shall promptly notify the other party (the "Indemnitor")
                in writing, by Certified Mail, return receipt requested, of any
                action, claim or liability in respect of which the Indemnitee
                intends to claim such indemnification. Indemnitor shall
                diligently defend any such third-party action, claim or
                liability. Subject to Indemnitor's agreement to hold the
                Indemnitee harmless therefore and Indemnitor's compliance with
                indemnification obligations, the Indemnitee shall: (i) at the
                Indemnitor's expense, cooperate fully with the Indemnitor and
                its legal representatives in the investigation and defense of
                any action, claim or liability covered by this Agreement; and
                (ii) permit the Indemnitor to settle any such action, claim or
                liability and agrees to the control of such settlement by the
                Indemnitor (provided that such settlement does not adversely
                affect the Indemnitee's rights hereunder or impose any
                obligations on the Indemnitee in addition to those set forth
                herein). No action, claim or liability which does adversely
                affect the Indemnitee's rights hereunder or impose any

                                       20
<PAGE>

                obligations on the Indemnitee in addition to those set forth
                herein shall be settled without the prior written consent of the
                Indemnitee and the Indemnitor. The Indemnitee shall have the
                right, but not the obligation, to be represented by counsel of
                its own selection and at its own expense; provided, however,
                                                          ------------------
                that if the named parties to the action or proceeding include
                both the Indemnitor and the Indemnitee and representation of
                both parties by the same counsel would be inappropriate under
                applicable standards of professional conduct, the expense of
                separate counsel for the Indemnitee shall be paid by the
                Indemnitor.

8.      Additional Products and Projects
        --------------------------------

        8.1.    Additional costs and fees, if any, incurred in connection with
                brands or products not assigned to the Company by B-MS pursuant
                to this Agreement, but included in a subsequent Project Order,
                shall be agreed upon by the parties in writing prior to the
                commencement of any Services related thereto, and shall be
                included in this Agreement as such.

        8.2.    B-MS is under no obligation to employ the Company in connection
                with any projects other than the Projects incorporated herein by
                way of an executed Schedule D.

        8.3.    During the term of this Agreement and for a period of one (1)
                year after any expiration or termination hereof, Company shall
                not provide the same Services to any pharmaceutical, health care
                or biotechnology company, including its affiliates, subsidiaries
                and related companies. Prior to commencing work on any Program,
                Project or Meeting, Company shall inform B-MS of any current
                work it is performing which may be in violation of the foregoing
                terms and discontinue such work immediately.

                                       21
<PAGE>


9.      Change of Ownership
        -------------------

        9.1.    The Company must inform B-MS of any significant change in (i)
                Company ownership and (ii) Company's upper level management
                within five (5) days of such change in ownership by Certified
                Mail, return receipt requested.

10.     Ownership/Trademarks/Copyrights/Inventions
        ------------------------------------------

        10.1.   Intellectual Property/Ownership.  Subject to the rights of
                -------------------------------
                third parties in interest, which rights are disclosed in advance
                in writing to B-MS, and further subject to all applicable laws,
                regulations and guidances, all trademarks and trade names,
                logos, slogans, creative ideas, reports, speeches, computer
                programs and databases, advertisements, layouts, scripts,
                artwork, photographs, designs, slides, copyrights, inventions,
                trademarks or other works designed, compiled, developed or
                created by Company its agents, third party vendors or
                subcontractors for B-MS in connection with this Agreement or
                resulting in whole or in part from Services provided under this
                Agreement ("Intellectual Property"), shall be the sole and
                exclusive property of B-MS. B-MS shall have the full and free
                right to use any and all Intellectual Property wherever and
                whenever it chooses, in any way it deems necessary or advisable,
                without any additional payment of any compensation to Company.
                This Agreement shall be deemed a transfer of copyright of any
                copyrightable subject matter created by Company. Company shall
                execute any and all documents necessary to demonstrate or
                perfect such transfer. Company shall not at any time, in any
                manner, during or after this Agreement, under any circumstances,
                be entitled to or claim any right, title or interest herein or
                any commission, fee or other direct or indirect benefit from
                B-MS or B-MS' parent, subsidiary or affiliate companies, in
                respect of such Intellectual Property created by the Company
                hereunder.

                                       22
<PAGE>

        10.2.   The Company shall immediately (within 5 days) disclose to B-MS,
                in writing, any methodologies, modifications, enhancements,
                programs, tools, technologies, software (including source code,
                object code and documentation related thereto) other materials
                or inventions (each an "Invention") developed by the Company,
                any agents, third party vendors or subcontractors retained by
                the Company in the performance of any activities or services
                related to any Project Order hereunder. Title and license rights
                to all such Inventions shall be the exclusive property of B-MS.
                The Company shall assign, and shall take appropriate steps to
                ensure that all Company personnel and third party vendors are
                obligated to assign to B-MS all right, title and interest each
                may have in any such invention and will cooperate with the
                foregoing.

        10.3.   The Company represents and warrants that it shall execute, or
                cause its agents, third party vendors and/or subcontractors to
                execute any documents necessary or desirable to secure or
                perfect B-MS' legal rights and worldwide ownership in such
                Intellectual Property and Inventions, including, but not limited
                to documents relating to patent, trademark and copyright
                applications. B-MS may, in its sole determination, apply for
                registration of any patent(s), trademark(s), and copyright(s)
                worldwide. B-MS shall pay for any out-of-pocket expenses
                incurred in connection with such cooperation.

        10.4.   Any and all artwork, logos, graphics, video, text, data,
                images, audio, slides, trademarks, tradenames, copyrights,
                patents, intellectual property, proprietary property, and/or
                other materials supplied by or through B-MS to Company in
                connection with this Agreement, as well as the HTML formatting
                code of and domain name or names assigned to the web site, if
                any, shall remain the sole and exclusive property of B-MS (the
                "B-MS Content"). No rights shall be transferred from B-MS to
                Company with respect to any of the B-MS Content or any other
                copyrights, trademarks, trade secrets, patents or other
                intellectual property or proprietary rights provided hereunder,
                except to the extent necessary to perform the activities or
                services under any completed Project Order.

                                       23
<PAGE>

        10.5.   Intellectual Property/Company Duties.  The Company shall not
                ------------------------------------
                adopt, suggest, or recommend the use of any Intellectual
                Property of which the Company has actual knowledge or reason to
                know is identical, nearly identical to, or confusingly similar
                to that owned by or being used by a third party.

        10.6.   The Company agrees that any and all telephone lines, telephone
                numbers, or telephone access acquired by the Company for B-MS,
                under the terms of this Agreement, shall be the sole property of
                B-MS.

11.     Releases
        --------

        11.1.   Subject to all applicable laws, regulations and guidances, B-MS
                shall be responsible for obtaining all properly executed
                releases in connection with scientific or medical papers or
                scientific consultation required in connection with the services
                rendered by the Company, unless such papers and consultation are
                secured directly by the Company.

        11.2.   Any materials furnished by Company pursuant to this Agreement,
                which have not been created for B-MS and are subject to the
                rights of third parties shall be specifically identified to B-MS
                in writing in advance of their proposed use. The Company shall
                obtain (and deliver upon request to B-MS) releases for all
                names, photographs, illustrations, testimonials, and any and all
                other materials used in works which the Company prepares or
                uses. All such releases shall run to B-MS, its agents and
                employees where appropriate and customary. Except for works that
                have been secured by permission, the Company warrants and
                covenants that all works provided by the Company shall be
                original and shall not infringe any copyright or violate any
                rights of any persons or entities whatsoever, except that the
                Company shall not be responsible for any claim arising solely
                from the Company's adherence to B-MS' written instructions or
                directions which do not involve items of the Company's origin,
                design or selection. The rights and obligations of the parties
                under this paragraph shall at all times be subject to all
                applicable laws, regulations and guidances.

                                       24
<PAGE>

        11.3.   The Company shall secure from Speakers, a signed release which
                shall run to B-MS, and which Company will provide to B-MS upon
                request.

12.     Insurance
        ---------

        12.1.   Insurance.  The Company will at all times during the term of
                ---------
                this Agreement maintain appropriate insurance coverage with
                responsible carriers. The Company shall provide B-MS proof of
                such coverage within ten (10) days of the execution of this
                Agreement.

        12.2.   Required Coverage.  The Company shall maintain general liability
                -----------------
                insurance coverage that includes property damage and personal
                injury components. Such insurance coverage, at a minimum, shall
                include the following types and amounts:

                12.2.1.  Workers compensation and employers liability meeting
                         the statutory minimum in the states in which Services
                         are to be performed by Company employees;

                12.2.2.  Commercial general liability insurance including
                         premises and operations coverage with limits of not
                         less than $1,000,000 per occurrence and $2,000,000 per
                         accident; and,

                12.2.3.  Property damage liability insurance with limits of
                         not less than $500,000 per occurrence and $500,000 per
                         accident.

        12.3.   In the event a policy required by this Agreement is canceled
                or reduced to a level below the minimum liability limits
                prescribed hereinabove, the Company shall give B-MS fifteen (15)
                days prior written notice of such termination or reduction. In
                that event, B-MS shall have the right to terminate this
                Agreement if the Company is unable to secure the necessary
                coverage within fifteen (15) days of such notice.

                                       25
<PAGE>



13.     Force Majeure
        -------------

        13.1.   If either party shall be delayed, interrupted or prevented from
                the performance of any obligation hereunder by reason of an Act
                of God, fire, flood, war (declared or undeclared), public
                disaster, strike or labor dispute, governmental enactment, rule
                or regulation, or any other cause beyond such party's control,
                such party shall not be liable to the other and the time for
                performance of such obligation shall be extended for a period
                equal to the duration of the contingency which occasioned the
                delay, interruption or prevention. In relation to any specific
                Project relating to the Product, if such interruption lasts more
                than twenty (20) consecutive days, either party may terminate
                such Project in accordance with the provisions of Article 14.

14.     Termination
        -----------

        14.1.   With or Without Cause
                ---------------------

                14.1.1.   B-MS shall have the right to terminate this Agreement
                          in its entirety, at any time, without cause, upon
                          ninety (90) days' prior written notice, sent Certified
                          Mail, return receipt requested, to the Company. In
                          such event, the Company shall be paid the reasonable
                          and necessary Ramp Down Costs during a wind-down
                          period as mutually agreed by the parties.

                14.1.2.   Either party shall have the right to terminate this
                          Agreement in its entirety, effective immediately, at
                          any time, if the other party fails to perform any
                          material obligation or to cure a material breach,
                          subject to the breaching party receiving written
                          notice of the breach and provided further that such
                          breach is not cured, or (in the event the breach is
                          such that it cannot be cured within thirty (30) days)
                          the breaching party has not commenced to cure the
                          breach within thirty (30) days after written notice,
                          sent Certified Mail, return receipt requested. In such
                          event, the Company


                                       26
<PAGE>

                          shall be paid the reasonable and necessary Ramp Down
                          Costs during a wind-down period as mutually agreed by
                          the parties.

                14.1.3.   In the event B-MS determines that there are regulatory
                          or legal issues related to any Product such that
                          termination of the Agreement or a Project is
                          advisable, B-MS may cancel the Company's Services
                          relating to the Product upon written notice to the
                          Company. In such event, the Company shall be paid the
                          reasonable and necessary Ramp Down Costs during a
                          wind-down period as mutually agreed by the parties.
                          The Company shall not commence any new work upon
                          receipt of notice.

                14.1.4.   Either party shall notify the other in writing or by
                          telefax (confirmed by certified mail) of its intention
                          to terminate. All notices required by this Agreement
                          shall be made, or confirmed, by certified mail, return
                          receipt requested.

        14.2.   Duties of the Parties After Termination
                ---------------------------------------

                14.2.1.  Upon receipt of notice of termination for any reason,
                         the Company shall cease work on all Projects and shall
                         submit to B-MS a written report of the status of all
                         Services within 10 days of receipt of notice to
                         terminate. B-MS shall specify which Projects are to be
                         completed.

                14.2.2.  Upon receipt of notice of termination, the Company
                         shall not commence work on any new Projects, but it
                         shall, only upon B-MS' written direction, complete all
                         work previously approved by B-MS. If either the Company
                         or B-MS desires to terminate all or any portion of work
                         in progress on Projects commenced before receipt of
                         notice of termination, it may do so only upon the
                         parties' mutual determination of the compensation to be
                         received by the Company for partially completed work.

                                       27
<PAGE>

                14.2.3.  If any Project is terminated B-MS will pay the Company
                         the portion of the Management Fee equal in amount to
                         the proportion of work completed for that Project
                         through the effective date of such termination compared
                         to full completion of all work for said Project.

                14.2.4.  Upon termination of this Agreement and upon consent
                         of third party contractors, the Company shall assign to
                         B-MS all of its rights in contracts, agreements,
                         arrangements, or other transactions made with third
                         parties for B-MS' account, effective on the date of
                         termination or on such other date as may be agreed upon
                         by the parties. B-MS shall assume all obligations and
                         indemnify and hold the Company harmless from all
                         liability thereunder. If any contract is non-assignable
                         and consent to assignment is refused, or the Company
                         cannot obtain a release from its obligations, the
                         Company shall continue performance, and B-MS shall meet
                         its obligations, as to the unassigned or unreleased
                         contracts only, as though this Agreement had not been
                         terminated.

                14.2.5.  After the later of expiration of the period of notice
                         or upon completion of all Projects, all rights, duties
                         and responsibilities of both parties arising from this
                         Agreement shall cease, with the following exceptions:

                         14.2.5.1.  B-MS shall assume Company liability under,
                                    indemnify and hold Company harmless with
                                    respect to all outstanding contracts made by
                                    Company on behalf of B-MS pursuant to this
                                    Agreement, through the effective date of any
                                    such termination.

                         14.2.5.2.  All Intellectual Property, Inventions,
                                    B-MS Content and any electronic databases,
                                    property and/or materials either (a) in the
                                    possession or control of the Company, (b)
                                    previously paid for by B-MS, or (c) owned by
                                    B-MS, shall be transferred to B-MS in the
                                    form and in the method

                                       28
<PAGE>


                                    reasonably requested by B-MS, within 30 days
                                    of expiration or termination.

                         14.2.5.3.  All proposed marketing and publication
                                    plans and ideas prepared by and submitted by
                                    the Company and not paid for by B-MS shall
                                    remain in the possession of the Company
                                    unless and until B-MS pays the actual cost
                                    to the Company of such proposed marketing
                                    and publication plans and ideas.

                         14.2.5.4.  The Company agrees to give all reasonable
                                    cooperation toward transferring with
                                    approval of third parties in interest all
                                    reservations, contracts and arrangements
                                    with third parties for materials yet to be
                                    used and all rights and claims thereto and
                                    therein, upon being duly released from the
                                    obligation thereof.

                         14.2.5.5.  The obligation of the parties relating to
                                    Confidential Information shall continue for
                                    a period of five (5) years after any
                                    expiration or termination of this Agreement.

                14.2.6.  For a two (2) year period after termination, the
                         Company shall maintain complete records relating to
                         Services by individual and by project. Such records
                         shall be made available for audit or review by B-MS, at
                         B-MS' expense.

15.     Suspension
        ----------

        15.1.   B-MS shall have the right to suspend all or part of the Services
                by giving the Company ten (10) days prior written notice for
                legal or regulatory issues or thirty (30) days prior written
                notice for other issues, provided that B-MS pays the Company
                for all unavoidable Pass-Through Expenses and Ramp Down Costs
                and


                                       29
<PAGE>

                any uncancellable contracts entered into by the Company,
                pursuant to this Agreement, on behalf of B-MS prior to such
                notice of suspension and actually incurred by the Company during
                such suspension period. The Company shall use its best efforts
                to mitigate B-MS' liability for and shall set forth all such
                unavoidable Pass-Through Expenses and other costs in an
                estimated cost budget prepared by the Company and consented to
                in writing by B-MS. The Company and B-MS shall immediately
                confer concerning all matters related to said suspension. The
                Company shall use its best efforts to reassign Project team
                members and it shall obtain B-MS' written approval prior to
                reassigning any such members. All costs for any Company
                personnel whom the Company is not able to reassign shall be
                borne by B-MS during the term of suspension. Except as otherwise
                set forth in this paragraph, B-MS shall pay Company that portion
                of the Management Fee for suspended Services applicable to the
                work completed thereto. In the event B-MS has paid Company
                Management Fees and, as of the effective date of any such
                suspension, the Company has not performed Services to warrant
                such fees, Company shall promptly reimburse B-MS for such
                portion of the Management Fees attributable to such incomplete
                work.

16.     Assignability
        -------------

        16.1.  This Agreement is a personal service contract and is not
               assignable by the Company. This Agreement is assignable by B-MS
               in whole or in part with the Company's written consent, which
               shall not be unreasonably withheld.

17.     Governing Law
        -------------

        17.1.  This Agreement shall be construed in accordance with the laws
               of the State of New Jersey.


                                       30
<PAGE>



18.     Severability
        ------------

        18.1.   If any provision of this Agreement is declared legally invalid,
                such provision is to that extent omitted but the remainder of
                this Agreement shall continue to be binding upon both parties.

19.     No Waiver
        ---------

        19.1.   No covenant or condition of this Agreement shall be waived
                except by written consent of B-MS and the Company.

        19.2.   Forbearance or indulgence by either party in any regard
                whatsoever shall not constitute a waiver of any covenant or
                condition to be performed by the other party. Until complete
                performance of such covenant or condition, either party shall be
                entitled to invoke any remedy available to it, under this
                Agreement or in equity despite its forbearance or indulgence.

20.     Equal Opportunity Compliance
        ----------------------------

        20.1.  Equal Opportunity: When applicable, the Company agrees to
               ------------------
               comply with the provision of Executive Order 11246 of September
               24, 1965, and all rules, regulations and relevant orders of the
               Secretary of Labor, the provision of the Rehabilitation Act of
               1973, as amended, 29 U.S.C. 701 et seq., and the provision of the
                                               -- ----
               Vietnam Era Veterans Readjustment Assistance Act of 1974, as
               amended, 38 U.S.C. 2012.

21.     Year 2000 Compliance
        --------------------

        21.1.  Definition of "Year 2000 Compliant."  For purposes of this
               ----------------------------------
               Agreement, the phrase "Year 2000 Compliant" shall describe
               hardware, software, and/or firmware on chips, including
               manufacturing process control systems, such as PLC's and bar
               coding devices (collectively, "Computer Systems") which
               consistently

                                                31
<PAGE>


        and reliably have and demonstrate all of the following capabilities and
        operating functionality:

        21.1.1.  To handle information in date fields so as to distinguish dates
                 in the century beginning in 2000 from the same dates in the
                 century beginning in 1900, and also to recognize that the year
                 2000 is a leap year containing the date February 29;

        21.1.2.  To manipulate dates from more than one century without invalid
                 or incorrect results or abnormal program ending, whether the
                 time such manipulation occurs is prior to the year 2000 or
                 after the year 1999;

        21.1.3.  To accommodate and inter-operate adequately with the format or
                 formats of critical date data which the Computer Systems
                 customarily receive as input, and which the Computer Systems
                 customarily make available to other systems as output.

        21.1.4.  Regardless of the content or accuracy of the foregoing
                 disclosures, the Company further represents and warrants to B-
                 MS that there shall be no material and adverse effect upon the
                 Company's timely provision of quality goods and services to B-
                 MS which is attributable to the failure of the Company to
                 achieve Year 2000 Compliance for all of the Company's Systems;

        21.1.5.  In the event any of the goods and/or services provided by the
                 Company to B-MS consists of a license, sale or other transfer
                 of the right to use any items of hardware, software and/or
                 firmware in chips ("Computer System Supplied Item"), all such
                 Computer System Supplied Items are now, and will remain Year
                 2000 Compliant continuously, from the date hereof until June
                 30, 2000, in such a manner that the Computer System Supplied
                 Items will operate between January 1, 2000 and April 1, 2000
                 with substantially

                                       32
<PAGE>


                         the same functionality and performance as such items
                         operated prior to January 1, 2000.

        21.2.  Extension of Warranty Periods.  Notwithstanding any earlier
               ------------------------------
               expiration of warranty period provided hereunder or in any other
               applicable agreement between the parties, the warranty period and
               the period within which B-MS may submit warranty claims with
               respect to breach of the Year 2000 Warranties hereby provided
               shall begin on the date hereof and extend until July 1, 2000.

22.     Headings
        --------
        Article headings used in this Agreement are for convenience only and
        shall not affect the construction of this Agreement.

23.     Entire Agreement
        ----------------

        23.1.  This Agreement, any Schedules attached hereto, and any subsequent
               Project Orders attached hereto, represent the entire agreement
               between the parties with respect to the subject matter thereof,
               and shall not be altered by any oral agreement or representation.
               The terms of this Agreement supersede any existing agreement B-MS
               has with the Company related to the Services, any Projects,
               Programs or Meetings, and any prior or contemporaneous
               communications between the parties with respect to the subject
               matter of this Agreement. Any modification to this Agreement, the
               Schedules, and any future Project Order, must be in writing and
               executed by a duly authorized representative of each party.

24.     Notices
        -------

        24.1.  All notices required or permitted to be given under this
               Agreement shall be in writing and given pursuant to the
               provisions of Article 14.1.4 at the following address:

                         Bristol-Myers Squibb Company
                         777 Scudders Mill Road
                         Plainsboro, New Jersey 08536
                         Attention:  Andrew Abbott

               Mediconsult.com Limited
               Jardine House, 4th Floor

                                       33
<PAGE>


               33-35 Reid Street
               Hamilton, Bermuda HM LX
               Attention:  President

               With a copy to:
               Mediconsult.com, Limited
               1330 Avenue of the Americas
               17th Floor
               New York, New York  10019
               Attention:  General Counsel

                                       34
<PAGE>



IN WITNESS WHEREOF, the parties hereto have entered into this Agreement and
caused it to be executed by their duly authorized representatives.



Mediconsult.com,Limited                   Bristol-Myers Squibb Company

By:   /s/ Robert A. Jennings              By:  /s/ Peter R. Dolan
      ---------------------------              ---------------------------

Name:  Robert A. Jennings                 Name: Peter R. Dolan
       ---------------------------              ---------------------------

Title: Chairman & CEO                     Title: President - BMS
       ---------------------------               ---------------------------

Date: 2-8-00                             Date: 2-15-00
      ---------------------------              ---------------------------

By:                                      By:  /s/ Brian A. Markison
      ---------------------------             ---------------------------

Name:                                    Name: Brian A. Markison
      ---------------------------              ---------------------------

Title:                                   Title: President - NID
      ---------------------------               ---------------------------

Date:                                    Date: 2-15-00
      ---------------------------              ---------------------------




                                      35