<PAGE>

                                                                    EXHIBIT 10.1
                                                                  EXECUTION COPY

                            MASTER SERVICES AGREEMENT

         This Agreement (the "Agreement"), dated January 30, 2004 (the
"Effective Date"), is by and between Aventis Inc., a Pennsylvania corporation
having a principal place of business at 300 Somerset Corporate Boulevard,
Bridgewater, New Jersey 08807-0977 ("Aventis"), and Zix Corporation, a Texas
corporation having a principal place of business at 2711 N. Haskell Avenue,
Suite 2300, LB 36, Dallas, Texas 75204-2960 ("Company").

         WHEREAS, Aventis is engaged in the research, development, manufacture,
and marketing of pharmaceutical products; and

         WHEREAS, Company is engaged in the business of providing care delivery
solutions and communication protection services; and

         WHEREAS, Aventis proposes to retain Company to perform certain services
on the terms and subject to the conditions set forth in this Agreement and in
Individual Project Agreements (each, an "IPA");

         WHEREAS, concurrently with the execution of this Agreement, Aventis and
Company are entering into that certain Security Agreement ("Security
Agreement"), that certain Secured Promissory Note ("Note"), and that certain
Registration Rights Agreement (the "Registration Rights Agreement") each of even
date herewith;

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

                                   ARTICLE 1

                           SERVICES AND DELIVERABLES

         1.1      Services. Aventis shall retain Company to provide services
                  (the "Services") as detailed in one or more IPAs in substance
                  as agreed by the parties and in form substantially as attached
                  hereto as Schedule A, or in such other format as may be agreed
                  by the parties from time to time. Each IPA shall be
                  sequentially numbered and executed by the parties, and is
                  incorporated by reference herein upon execution. Company shall
                  provide the Services in a professional and businesslike
                  manner, on a timely basis, in accordance with the applicable
                  IPA. Company acknowledges and agrees that Aventis may select,
                  at is option and in its sole discretion, any of the services
                  Company currently provides, which are listed in Schedule B
                  attached hereto, and Company may not refuse to perform any
                  such services selected by Aventis in any IPA, so long as
                  Aventis is not delinquent in paying any undisputed charges for
                  Services hereunder. Company shall update Schedule B from time
                  to time, but at least once each calendar year, to reflect any
                  new or additional services.

<PAGE>

         1.2      Deliverables. An IPA may provide that Company deliver to or
                  prepare for Aventis as part of the Services certain
                  information, materials, operating programs, and/or data (the
                  "Deliverables") as detailed therein. All Deliverables prepared
                  by Company (and all Draft Deliverables prepared by Company in
                  accordance with Section 6.1) shall be subject to review and
                  acceptance by Aventis in its reasonable discretion, subject to
                  any criteria set forth in the relevant IPA (and subject to
                  review for accuracy and appropriateness in accordance with the
                  standards determined by Aventis' Copy Review Committee, in the
                  case of Draft Deliverables). For avoidance of doubt, the term
                  "Services" as used herein includes the provision of any
                  related Deliverables.

         1.3      Rejected Items. To the extent any Services, Deliverables or
                  Draft Deliverables are rejected by Aventis, Company shall, as
                  promptly as practicable, but in any event within thirty (30)
                  days, replace such Services, Deliverables or Draft
                  Deliverables, as the case may be, with acceptable or
                  conforming Services, Deliverables or Draft Deliverables,
                  unless otherwise agreed by the parties.

         1.4      Equipment And Supplies. Except as may be expressly set forth
                  in an IPA, Company will be responsible for providing all
                  equipment, such as software, hardware, and office supplies,
                  that may be necessary for the provision of the Services and
                  Deliverables.

         1.5      Personnel. In the event the employment with Company of any key
                  personnel agreed between Aventis and the Company to perform
                  any Services is terminated, or if Aventis notifies Company
                  that it is dissatisfied with the performance by any personnel
                  of Company performing Services, Company shall use commercially
                  reasonable efforts to promptly replace such personnel with
                  personnel of comparable ability, skill, and experience.

         1.6      Third Party Performance. Company shall not engage a third
                  party to provide any Services or Deliverables under this
                  Agreement or otherwise subcontract any of its obligations
                  hereunder except (a) as expressly permitted in an IPA, (b)
                  with the prior written consent of Aventis, which consent shall
                  not be unreasonably withheld, conditioned or delayed, or (c)
                  such third parties as Company may engage in the ordinary
                  course of its business to provide non-substantive,
                  overhead-related items, such as internet service providers and
                  copy services; and in any case subject to Section 10.2(c).

                                   ARTICLE 2

                            COMPENSATION AND EXPENSES

         2.1      Project Payments. Aventis shall pay Company the amount
                  specified in each IPA in accordance with this Agreement.
                  Notwithstanding any payment mechanism provided for in this
                  Article 2, the amount specified in any IPA is the maximum
                  amount due from Aventis for Services and Deliverables provided
                  pursuant to that IPA.

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         2.2      Cost Basis; Budgets Exclusive. Services may be provided either
                  on a fixed cost basis or on a time and materials basis, as the
                  parties may agree in an IPA. Where Services are provided under
                  an IPA on a time and materials basis, all expenses and costs
                  in connection with providing the relevant Services and
                  Deliverables, with the exception of reasonable, economy class
                  travel expenses (not including commuting costs), shall be
                  specified in the corresponding IPA, unless otherwise agreed to
                  in a writing signed by an authorized representative of each
                  party.

         2.3      Invoices. Company invoices for Services performed pursuant to
                  this Agreement and any IPA shall reference the applicable IPA
                  and shall be delivered to Aventis on a monthly basis and
                  addressed to the attention of the Aventis Accounts Payable
                  Department at 400 Somerset Corporate Blvd., P.O. Box 6944,
                  Bridgewater, NJ 08807-0944. Each Company invoice shall be
                  itemized in reasonable detail and accompanied by (a) copies of
                  third party provider invoices, if applicable, and (b) such
                  other supporting data as may be reasonably required by
                  Aventis. Aventis shall approve or dispute the charges set
                  forth in each Company invoice (whether pertaining to Company
                  charges or third party provider charges) in writing within
                  thirty (30) days after receipt by Aventis (a "Reconciliation
                  Notice"). A Reconciliation Notice notifying Company of any
                  disputed charges shall provide an explanation in reasonable
                  detail of the basis for such dispute. Payment for the disputed
                  portion of a Company invoice may be withheld by Aventis (or
                  deemed withheld, if Aventis is then carrying a credit pursuant
                  to Section 2.5), pending resolution of the dispute.

         2.4      Third Party Payments. Company shall be responsible for the
                  payment of all third party providers with whom Company has
                  contracted in relation to this Agreement, and for all
                  salaries, benefits, taxes, fees and other liabilities in
                  connection with Company's employees. Invoices from any third
                  party providers shall be charged through to Aventis pursuant
                  to Section 2.3 at Company's actual cost therefor without
                  mark-up, commission, or other added charges. For clarity,
                  Company shall indemnify, defend, and hold Aventis harmless
                  from and against Company's failure to make payment to third
                  party providers or Company's employees in connection with
                  Services as required by this Section, which indemnification
                  shall be governed by the terms of Sections 5.3 and 5.4.

         2.5      Company Payments.

                  (a)      Up-Front Payment. Upon signing this Agreement,
                           Aventis shall pay $4,000,000 (the "Prepaid Amount")
                           to Company by certified check or wire transfer. Such
                           amount is a pre-payment of Company invoices approved
                           by Aventis pursuant to Section 2.3. The Prepaid
                           Amount (or such lesser amounts to which the Prepaid
                           Amount may be reduced from time to time pursuant to
                           this Section 2.5) shall show as a credit balance of
                           Aventis with the Company (the "Prepaid Credit") and
                           shall be used to pay for Services pursuant to clause
                           (b) below, subject to the Minimum Annual Requirements
                           (as defined in clause (c) below).

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                  (b)      Payment Procedures. Within five (5) business days
                           after receipt of a Reconciliation Notice from
                           Aventis, Company shall confirm in writing to Aventis
                           the amount of the Prepaid Credit, if any, after
                           deducting all approved charges in such Reconciliation
                           Notice. In addition, within five (5) business days
                           after resolution of any disputed charges, Company
                           shall confirm in writing to Aventis the amount of the
                           Prepaid Credit, if any, after deducting any agreed
                           amounts. At such time when the Prepaid Credit shall
                           reach zero, all amounts subsequently due shall be
                           paid by Aventis in the following manner:

                           (i)      first, by offset of any accrued interest
                           under the Note,  until such  accrued  interest  shall
                           reach zero;

                           (ii)     then by offset of any principal amounts
                           outstanding under the Note, until the outstanding
                           principal amount of the Note shall reach zero; and

                           (iii)    then in cash (by check or wire transfer)
                           within forty-five (45) days after delivery by Aventis
                           of the relevant Reconciliation Notice.

                  (c)      Minimum Annual Requirements. Subject to Section
                           2.5(d) below, during the Term, Aventis shall,
                           pursuant to agreed IPAs, incur (pursuant to clause
                           (iv) below) Services during each period indicated
                           below such that total amounts payable to Company
                           (including all costs and fees whatsoever, whether
                           owed to Company, to a third party provider or
                           otherwise) for such periods equal at least the dollar
                           amount set forth opposite such period (collectively,
                           the "Minimum Annual Requirements"), or if Services
                           are not so incurred, forfeit any balances of Minimum
                           Annual Requirements in accordance with clause (i)
                           below; and Company shall use its good faith efforts
                           to ensure that sufficient services are available and
                           timely provided so that Aventis has the reasonable
                           opportunity to procure under agreed IPAs, and incur
                           (pursuant to clause (iv) below) charges for, such
                           minimum amounts of Services:

<TABLE>
<CAPTION>
      Service Period                                Minimum Service Value
      --------------                                ---------------------
<S>                                             <C>
First 12 months of Term ("Year 1")              $1,000,000 ("Year 1 Minimum")
Second 12 months of Term ("Year 2")             $1,000,000 ("Year 2 Minimum")
Third 12 months of Term ("Year 3")              $2,000,000 ("Year 3 Minimum")
</TABLE>

                           (i)      In the event Aventis does not incur
                           (pursuant to clause (iv) below) in Year 1 Services
                           valued at an amount equal to or in excess of the Year
                           1 Minimum, the difference between the value of
                           Services incurred in Year 1 and the Year 1 Minimum
                           shall be retained by Company. In the event Aventis
                           does not incur (pursuant to clause (iv) below) in
                           Year 2 Services valued at an amount equal to or in
                           excess of the Year 2 Minimum, subject

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                           to adjustments to the Year 2 Minimum pursuant to
                           clause (ii) below, the difference between the value
                           of Services incurred in Year 2 and the adjusted Year
                           2 Minimum shall be retained by the Company. In the
                           event Aventis does not incur (pursuant to clause (iv)
                           below) in Year 3 Services valued at an amount equal
                           to or in excess of the Year 3 Minimum, subject to
                           adjustments in the Year 3 Minimum pursuant to clauses
                           (iii) below, the difference between the value of
                           Services incurred in Year 3 and the adjusted Year 3
                           Minimum shall be retained by the Company.
                           Notwithstanding the foregoing, in the event that
                           Aventis does not incur charges as set forth above due
                           in whole or in part to the fault of Company,
                           including by reason of delay or otherwise, then the
                           parties shall negotiate in good faith a fair and
                           equitable resolution which may extend the Year 1,
                           Year 2 or Year 3, as applicable, Service periods or
                           reduce the Annual Minimum Requirement.

                           (ii)     The value of any Services incurred by
                           Aventis (pursuant to clause (iv) below) in Year 1 in
                           excess of the Year 1 Minimum shall be deducted from
                           the Year 2 Minimum for purposes of clause (i) above.
                           For example, if Aventis incurs $1,500,000 worth of
                           Services in Year 1, the Year 2 Minimum shall be
                           reduced to $500,000.

                           (iii)    The value of any Services incurred by
                           Aventis (pursuant to clause (iv) below) in Year 2 in
                           excess of the Year 2 Minimum shall be deducted from
                           the Year 3 Minimum for purposes of clause (i) above.
                           For example, if Aventis incurs $1,500,000 worth of
                           Services in Year 2, the Year 3 Minimum shall be
                           reduced to $1,500,000.

                           (iv)     Charges for Services will be deemed incurred
                           by Aventis (solely for purposes of allocations to the
                           Minimum Annual Requirements under this Section 2.5
                           and for no other purpose, whether accounting, legal
                           or otherwise), regardless of when invoiced by
                           Company, unless otherwise agreed by the parties in
                           writing in the relevant IPA:

                                    (A)      where Services are charged on a
                                    milestone or per-Deliverable basis, on such
                                    date as the milestone is achieved or as the
                                    Deliverable has been delivered, regardless
                                    of the date of acceptance by Aventis (for
                                    example, if Services involve payment for a
                                    software program, on such date as the
                                    software program is first delivered to
                                    Aventis, whether or not Aventis accepts the
                                    program at such time);

                                    (B)      where Services are charged on a
                                    time and materials basis, on such date as
                                    Services are actually provided in fact (for
                                    example, if web content is being developed
                                    on a by-man-hour basis, on such date as the
                                    man-hours are actually devoted to such
                                    development);

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                                    (C)      where Services are charged on a
                                    per-transaction basis, on such date as the
                                    transaction is completed (for example, in an
                                    adherence program where fees are charged on
                                    a per-patient enrollment basis, on the date
                                    a patient is offered enrollment);

                           in each case as determined by reference to the terms
                           of the applicable IPA, which is to contain applicable
                           charge bases, including Deliverables, if any, and the
                           price relating thereto.

                           In addition to the requirements of Section 2.3,
                           Company shall for each of the first three quarters of
                           each applicable year, provide to Aventis by the
                           fifteenth (15th) day of the beginning of each quarter
                           a report that sets forth the amount of Services that
                           have actually been deemed incurred pursuant to this
                           Section 2.5(c)(iv) for the preceding quarter and
                           shall, by the fifteenth (15th) day of each month
                           during the last quarter of each applicable year,
                           provide to Aventis a monthly report that sets forth
                           the amount of Services that have been deemed incurred
                           pursuant to this Section 2.5(c)(iv) for the preceding
                           month. Such reports shall be delivered to Vincent
                           DeChellis, with a copy to Vice President of U.S.
                           Commercial Operations, in each case at the address
                           for notice to Aventis set forth in Section 13.2, and
                           shall be in form and substance satisfactory to both
                           parties.

                  (d)      Notwithstanding any other provision contained herein
                           to the contrary, as set forth in Section 3.15 of the
                           Registration Rights Agreement, the Year 1 Minimum,
                           Year 2 Minimum and Year 3 Minimum shall be reduced by
                           fifty percent (50%) each (the "Reduced Annual
                           Requirements") upon the occurrence of the event set
                           forth in Section 3.15 of the Registration Rights
                           Agreement in accordance with the terms therewith, and
                           any Prepaid Credit in excess of such Reduced Annual
                           Requirements shall be returned to Aventis upon
                           termination of this Agreement.

         2.6      Taxes. Any sales or use taxes determined to be applicable as a
                  result of Services covered by this Agreement or any IPA shall
                  be the responsibility of Aventis. All other taxes shall be the
                  responsibility of Company. Company's Federal Tax I.D. is
                  75-2216818-0.

         2.7      Most Favored Customer. Notwithstanding anything in this
                  Agreement to the contrary, or any rates or pricing agreed in
                  any IPA, if at any time during the term of this Agreement
                  Company sells or provides services similar to the Services to
                  any customer at rates or upon economic terms and conditions
                  more favorable than those accorded to Aventis (as determined
                  after giving effect to volume discounts made available to
                  other customers), Company shall promptly offer Aventis the
                  benefit of such more favorable terms and conditions or rates,
                  which, upon acceptance, shall be retroactive to the date that
                  such more favorable terms and conditions were first effective
                  for such other customer; provided, that Company shall not be
                  required to offer Aventis any such more favorable terms or
                  conditions

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<PAGE>

                  where such terms and conditions are given by Company to a
                  customer that has committed in writing to purchase services
                  from Company in an aggregate amount equal to or exceeding $ *
                  million during any three year period. Upon Aventis' reasonable
                  request from time to time, Company shall provide written
                  confirmation that it is in compliance with the requirements of
                  this Section. For avoidance of doubt, any changes in rates or
                  pricing shall not affect the aggregate amounts of the Minimum
                  Annual Requirements.

         2.8      Audits. Aventis shall have the right to audit Company's books
                  and records to confirm compliance by Company with its
                  obligations under this Agreement, at reasonable times and
                  places, at Aventis' sole expense, either through Aventis'
                  internal audit department or a third party selected by
                  Aventis; provided, however, that in the event such audit
                  reveals that Company has overcharged Aventis for any Services
                  under any IPA by five percent (5%) or more, Company shall
                  refund such overcharges to Aventis within five (5) business
                  days and shall bear all out-of-pocket costs and expenses of
                  Aventis incurred in connection with such audit. Unless
                  otherwise agreed to by the parties in writing, Company shall
                  retain its books and records relating to Services under any
                  IPA for a period of at least three (3) years following the
                  completion of such IPA.

                                   ARTICLE 3

                                CONFIDENTIALITY

         3.1      Disclosure of Information. Aventis and Company may disclose to
                  each other certain proprietary, confidential, and/or trade
                  secret information ("Confidential Information") in connection
                  with the Services. The party disclosing Confidential
                  Information shall be referred to as the "Discloser" and the
                  party receiving Confidential Information shall be referred to
                  as the "Recipient."

         3.2      Obligations of Confidentiality. Recipient shall hold in strict
                  confidence, from the Effective Date until ten (10) years after
                  termination or expiration of this Agreement, whichever occurs
                  first, all of Discloser's Confidential Information that is
                  either (a) marked "Confidential" at the time of disclosure, or
                  (b) designated by Discloser to be confidential in writing
                  received by Recipient within thirty (30) days following
                  disclosure. Notwithstanding the foregoing, (i) all
                  Deliverables that are owned by Aventis, as established
                  pursuant to Article 9, shall be deemed Confidential
                  Information of Aventis unless otherwise agreed in writing by
                  Aventis and (ii) the fact of, terms and conditions of, and
                  subject matter of this Agreement shall be deemed Confidential
                  Information of each party.

         3.3      Non-Use And Non-Disclosure. Recipient shall not (a) use or
                  disclose Discloser's Confidential Information except as
                  expressly permitted by this Agreement, or (b) disclose
                  Discloser's Confidential Information to any third party other
                  than to

---------------------------
* Indicated confidential text omitted and filed separately with the Securities
and Exchange Commission.

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<PAGE>

                  those of the Recipient's employees and agents who (i) have a
                  need to have access to such Confidential Information in order
                  to perform the Services and (ii) agree in writing to comply
                  with the confidentiality provisions of this Article 3.

         3.4      Exceptions to Obligations. This Article 3 imposes no
                  obligation of confidentiality on Recipient with regard to any
                  portion of the Discloser's Confidential Information:

                  (a)      that is part of the public domain at the time of
                           disclosure; or

                  (b)      that becomes part of the public domain after the
                           Effective Date without any unauthorized act by or
                           omission of Recipient; or

                  (c)      if Recipient can demonstrate by written records that
                           it (i) had independently developed knowledge of such
                           Confidential Information prior to or after the date
                           of disclosure without use of, reference to, or
                           reliance upon Confidential Information disclosed to
                           it by Discloser and (ii) did not develop such
                           knowledge during the course of performing Recipient's
                           obligations pursuant to this Agreement; or

                  (d)      that is disclosed to Recipient by a third party who
                           has the legal right to make such disclosure; or

                  (e)      if permission to use or disclose said Confidential
                           Information or to make use thereof is first obtained
                           by Recipient in a writing signed by an authorized
                           representative of Discloser; or

                  (f)      if Recipient is required by law, regulation, rule,
                           act, or order of any court or other government
                           authority or agency or any stock exchange to disclose
                           such Confidential Information; provided, however,
                           that Recipient shall (i) give Discloser sufficient
                           advance written notice to permit Discloser to seek a
                           protective order or other similar order with respect
                           to such Confidential Information, and (ii) thereafter
                           disclose only the minimum Confidential Information
                           required to be disclosed in order to comply, whether
                           or not a protective order or other similar order is
                           obtained by Discloser.

         3.5      No License or Right. Disclosure of Confidential Information
                  under this Agreement shall not be construed to create in or
                  grant or provide to Recipient any license, right, title,
                  interest, or ownership in or to any of Discloser's
                  Confidential Information.

         3.6      Standard of Care. Recipient shall use the same degree of care
                  to protect the Discloser's Confidential Information as
                  Recipient uses to protect its own Confidential Information,
                  but in no event shall Recipient exercise anything less than a
                  reasonable degree of care in protecting Discloser's
                  Confidential Information.

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<PAGE>

         3.7      Return of Information. Upon Discloser's request or at the
                  termination or expiration of the Agreement pursuant to Article
                  4, Recipient shall return to Discloser any or all written,
                  printed, visual, or digital media, documents, tapes, and other
                  materials or substances containing Discloser's Confidential
                  Information, including all copies and excerpts thereof then in
                  Recipient's possession or control. The return of Discloser's
                  Confidential Information shall not relieve Recipient of its
                  obligations of confidentiality pursuant to this Article 3.

         3.8      Unauthorized Use. If either party becomes aware of or has
                  knowledge of any unauthorized use or disclosure of the other
                  party's Confidential Information, it shall promptly notify the
                  Discloser of such unauthorized use or disclosure. For clarity,
                  such notification shall not relieve a Recipient of any
                  liability in connection with a breach by it of any of the
                  other provisions of this Article 3.

         3.9      Restrictions on Disclosure of Relationship. Notwithstanding
                  anything to the contrary contained in this Article 3, Company
                  shall not disclose to any third party, including but not
                  limited to any physician or other healthcare provider, whether
                  in writing, orally or otherwise, that Aventis has retained
                  Company for professional services, without the prior written
                  consent of Aventis. Neither party shall issue any press
                  release regarding this Agreement without the prior review and
                  written approval of the other party.

         3.10     Publicity/Announcements. Except as set forth below, no
                  announcement or other disclosure, public or otherwise,
                  concerning the financial or other terms of this Agreement
                  shall be made, either directly or indirectly, by any party to
                  this Agreement, except as may be legally required, without
                  first obtaining the written approval of the other party and
                  agreement upon the nature and text of such announcement or
                  disclosure, such approval and agreement not to be unreasonably
                  withheld. The party desiring to make any announcement or other
                  disclosure concerning the terms of this Agreement shall
                  provide the other party with a copy of the proposed
                  announcement or disclosure for review and comment in
                  reasonably sufficient time prior to undertaking the
                  announcement or disclosure. Notwithstanding the foregoing,
                  Aventis acknowledges and agrees that the Company shall be
                  permitted to file this Agreement with the Securities and
                  Exchange Commission in accordance with applicable law. Company
                  will coordinate in advance with Aventis on the terms of this
                  Agreement that Company shall seek to be redacted in any SEC
                  filings, and Company shall use reasonable efforts to seek
                  confidential treatment for such terms that Company and Aventis
                  may each request, to the extent confidential treatment is
                  available for such terms.

         3.11     Equitable Relief. Each party recognizes the material nature of
                  the provisions of this Article 3 and acknowledges that
                  unauthorized disclosure may cause the other party irreparable
                  harm, and agrees that any breach or threatened breach of this
                  provision by such party shall entitle the other party to seek
                  injunctive relief, in addition to any other legal or equitable
                  remedies available to it, in any court of competent
                  jurisdiction.

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<PAGE>

                                   ARTICLE 4

                              TERM AND TERMINATION

         4.1      Term. Unless terminated earlier in accordance with this
                  Article 4, this Agreement shall remain in full force and
                  effect from the Effective Date until the later of (a) the
                  three (3) year anniversary of the Effective Date or (b) the
                  completion of any longer service period expressly set forth in
                  an IPA in effect as of the three (3) year anniversary of the
                  Effective Date. Upon expiration of this Agreement under this
                  Section 4.1 (i.e., if this Agreement is not earlier terminated
                  in accordance with this Article 4), the Prepaid Credit shall
                  be governed by Sections 2.5(c) and 2.5(d); and any other
                  pre-paid, but unexpended funds, of Aventis shall be returned
                  to Aventis.

         4.2      Termination for Regulatory Matters. Aventis shall have the
                  right to terminate any IPA or this Agreement in its entirety
                  immediately upon written notice to Company (a) in the event
                  the U.S. Food and Drug Administration (the "FDA"), any other
                  regulatory agency, or any applicable law, rule, or regulation
                  prohibits the Services contemplated thereby or hereby, or if
                  by such agency's intervention it becomes unfeasible for
                  Aventis to continue to use the Services contemplated thereby
                  or hereby, or (b) pursuant to Section 8.2.

         4.3      Termination for Material Breach. In the event that either
                  party commits a breach or default of any material term of this
                  Agreement and that party (the "Defaulting Party") fails to
                  remedy that default or breach within thirty (30) days after
                  receipt of written notice of that breach (which notice
                  specifies the basis for such breach in reasonable detail) from
                  the other party, the party giving notice may, at its option,
                  terminate this Agreement by sending written notice of
                  termination ("Termination Notice") to the Defaulting Party.
                  The Agreement shall terminate three (3) business days after
                  the date of the Termination Notice. In addition, each party
                  shall have the right to terminate this Agreement in accordance
                  with the provisions of Section 14.1.

         4.4      Termination for Convenience. Aventis shall have the right to
                  terminate this Agreement for any reason, at any time, by
                  giving written notice at least thirty (30) days prior to the
                  desired termination date. After such time as Aventis has a
                  zero credit balance under Section 2.5, Company shall have the
                  right to terminate this Agreement for any reason, at any time,
                  by giving written notice at least thirty (30) days prior to
                  the desired termination date.

         4.5      Automatic Termination for Bankruptcy. In the event either
                  party becomes insolvent, makes an assignment for the benefit
                  of creditors, files a petition for bankruptcy, is the subject
                  of a petition for bankruptcy which is not dismissed within
                  ninety (90) days from the filing thereof, becomes the subject
                  of any receivership or admits in writing its inability to pay
                  its debt generally as they become due, this Agreement will
                  automatically terminate, and the solvent party

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<PAGE>

                  shall be entitled to recover any payments which could be
                  recovered from the insolvent party in the event of default.

         4.6      Effect of Termination.

                  (a)      General. In the case of early termination of the
                           Agreement pursuant to Section 14.1, 4.2, 4.3 or 4.4,
                           or under Section 4.5, Company shall terminate any
                           outstanding commitments and discontinue all work
                           under this Agreement, and Company shall not be
                           entitled to any further compensation other than for
                           (i) unpaid fees for Services rendered satisfactorily
                           and expenses incurred by Company as authorized by any
                           IPA pending as of the date of termination, (ii)
                           unpaid expenses for reasonable, non-cancellable
                           obligations incurred or committed to be incurred by
                           Company pursuant to any IPA pending as of the date of
                           termination, unless Aventis objects to any charge, in
                           which case the parties shall use their commercially
                           reasonable efforts to resolve expeditiously any
                           disagreement, and (iii) as may be permitted under
                           clause (b) or (c) below. In no case shall
                           reimbursement pursuant to this Section for any IPA
                           pending as of the date of termination exceed the
                           total compensation for Services and expenses
                           specified in that IPA or include anticipated profits
                           in connection with Services not actually performed.

                  (b)      Termination by Aventis. Notwithstanding the
                           provisions of Section 2.5(c):

                                    (i)      In the case of early termination by
                           Aventis pursuant to Section 4.2(b), Section 14.1,
                           Section 4.3 or under Section 4.5 as a result of the
                           insolvency of or similar occurrence to Company, the
                           Prepaid Credit shall be returned to Aventis; and any
                           other pre-paid, but unexpended funds, of Aventis
                           shall be returned to Aventis, subject to clause
                           (a)(ii) above.

                                    (ii)     In the case of early termination by
                           Aventis pursuant to Section 4.2(a) or Section 4.4,
                           the Prepaid Credit shall be retained by Company; but
                           any other pre-paid, but unexpended funds, of Aventis
                           shall be returned to Aventis, subject to clause
                           (a)(ii) above.

                  (c)      Termination by Company. In the case of early
                           termination by Company pursuant to Section 4.3 or
                           under Section 4.5 as a result of insolvency of or
                           similar occurrence to Aventis, the Prepaid Credit
                           shall be retained by Company; but any other pre-paid,
                           but unexpended funds, of Aventis shall be returned to
                           Aventis, subject to clause (a)(ii) above.

                  (d)      Payments. Any return of funds from Company to Aventis
                           required under this Section 4.6 shall be made within
                           thirty (30) days after the date of termination.

                                     - 11 -
<PAGE>

         4.7      Effect of Partial Termination. In the event termination of one
                  or more IPAs does not result in termination of the Agreement,
                  the parties' rights and responsibilities with respect to the
                  terminated IPAs shall be determined with reference to the
                  relevant subsection of this Article 4, such that, for example,
                  early termination of an IPA would be governed by Sections 4.4
                  and/or 4.6, as applicable.

         4.8      No Impairment of Claims. The expiration or termination of this
                  Agreement or any IPA shall not impair, and the parties shall
                  retain, all claims, causes of action, defenses, and other
                  rights that they may have at law or in equity accruing prior
                  thereto.

                                   ARTICLE 5

                                INDEMNIFICATION

         5.1      Aventis Indemnification Obligations. Aventis shall defend,
                  indemnify, and hold harmless Company and its officers,
                  directors, affiliates, and agents from and against any claims,
                  proceedings, or investigations (collectively "Claims") arising
                  out of or in connection with Aventis' negligence or willful
                  misconduct in carrying out the terms of this Agreement, or
                  breach of this Agreement (including but not limited to Claims
                  for misuse of information or violation of any right to
                  privacy), including but not limited to amounts paid in
                  settlement of Claims and costs and expenses, including
                  reasonable attorneys' fees, incurred in connection with the
                  defense or settlement of any such Claim. Aventis' obligations
                  under this Section shall not extend to Claims relating to or
                  arising from Company's negligence or willful misconduct in
                  carrying out the of terms of this Agreement, or breach of this
                  Agreement (including but not limited to Claims for misuse of
                  information or violation of any right to privacy).

         5.2      Conditions to Aventis Obligations. Aventis' obligations under
                  Section 5.1 are conditioned upon Company giving Aventis (a)
                  written notice of the Claim within five (5) business days of
                  the date that Company first becomes aware of the Claim, or
                  earlier if necessary to prevent prejudice to Aventis, and (b)
                  reasonable assistance in the defense of any Claim, including
                  but not limited to the provision of documents, witness
                  testimony, and interviews. Aventis shall have the sole right
                  to choose counsel to defend any Claim, and Aventis shall have
                  the right to settle or otherwise resolve any such Claim
                  without the prior written consent of Company so long as such
                  settlement or resolution involves only the payment of money by
                  Aventis and provides a complete release of Company. Company,
                  at its own expense, may be represented by separate counsel in
                  addition to the counsel selected by Aventis pursuant to this
                  Section. In the event that representation of Company and
                  Aventis by the same counsel would be a conflict of interest
                  for such counsel, Company may select its own independent
                  counsel without relieving Aventis of its responsibilities
                  pursuant to this Section. Notwithstanding the terms of Section
                  5.2(a), Aventis' obligations under Section 5.1 shall not be
                  relieved if Company provides Aventis with notice of a Claim in
                  sufficient time to permit

                                     - 12 -
<PAGE>

                  Aventis to timely answer, plead, or otherwise respond to such
                  Claim without prejudice.

         5.3      Company Indemnification Obligations. Company shall defend,
                  indemnify, and hold harmless Aventis and its subsidiaries, and
                  their respective officers, directors, affiliates, and agents
                  from and against any Claims arising out of or in connection
                  with (a) the Company's negligence or willful misconduct in
                  carrying out the terms of this Agreement, (b) breach of this
                  Agreement (including but not limited to Claims for misuse of
                  information or violation of any right to privacy), and (c)
                  infringement of third party rights as provided in Section 9.1,
                  including but not limited to amounts paid in settlement of
                  Claims and costs and expenses, including reasonable attorneys'
                  fees, incurred in connection with the defense or settlement of
                  such Claim. Company's obligations under this Section shall not
                  extend to Claims relating to or arising from Aventis'
                  negligence or willful misconduct in carrying out the terms of
                  this Agreement, or breach of this Agreement (including but not
                  limited to Claims for misuse of information or violation of
                  any right to privacy). Without limiting the foregoing, Company
                  also shall indemnify, defend, and hold harmless Aventis and
                  its subsidiaries, and their respective officers, directors,
                  affiliates, and agents from and against any and all Claims
                  relating to Company's non-compliance in providing the Services
                  with the requirements of laws and/or regulations pertaining to
                  confidentiality and security of personal and medical data,
                  including but not limited to claims relating to the Health
                  Insurance Portability and Accountability Act of 1996, as
                  amended ("HIPAA"), and any laws and/or regulations relating to
                  the maintenance, use, transmission or other activity
                  concerning patient records and confidentiality of medical
                  data.

         5.4      Conditions to Company Obligations. Company's obligations under
                  Section 5.3 are conditioned upon Aventis giving (a) Company
                  written notice of the Claim within five (5) business days of
                  the date that Aventis first becomes aware of the Claim, or
                  earlier if necessary to prevent prejudice to Company, and (b)
                  reasonable assistance in the defense of any Claim, including
                  but not limited to provision of documents, witness testimony,
                  and interviews. Company shall have the sole right to choose
                  counsel to defend any Claim, and Company shall have the right
                  to settle or otherwise resolve any such Claim without the
                  prior written consent of Aventis so long as such settlement or
                  resolution involves only the payment of money by Company and
                  provides a complete release of Aventis. Aventis, at its own
                  expense, may be represented by separate counsel in addition to
                  counsel selected by Company pursuant to this Section. In the
                  event that representation of Company and Aventis by the same
                  counsel would be a conflict of interest for such counsel,
                  Aventis may select its own independent counsel without
                  relieving Company of its responsibilities pursuant to this
                  Section. Notwithstanding the terms of Section 5.4(a),
                  Company's obligations under Section 5.3 shall not be relieved
                  if Aventis provides Company with notice of a Claim in
                  sufficient time to permit Company to timely answer, plead, or
                  otherwise respond to such Claim without prejudice.

                                     - 13 -
<PAGE>

                                   ARTICLE 6

                            COPY REVIEW REQUIREMENTS

         6.1      Submission for Review. Without limiting the provisions of
                  Section 1.2, Company shall submit to Aventis drafts of all
                  written, printed, digital text or graphic, or other viewable
                  or readable Deliverables ("Draft Deliverables") (a) that (i)
                  directly or indirectly reference Aventis or its products
                  (including references or use of trademarks, tradenames, logos
                  and similar items) and (ii) are intended for distribution by
                  Aventis or Company either internally or externally to third
                  parties, or (b) as otherwise directed by Aventis. Draft
                  Deliverables shall be reviewed and approved by Aventis for
                  accuracy and appropriateness pursuant to Aventis' internal
                  policies and procedures. Only Draft Deliverables that have
                  been reviewed and finally approved by Aventis in writing shall
                  be deemed "Approved Copy".

         6.2      Changes to Drafts; Compliance. Company shall incorporate all
                  corrections, suggestions, and changes to Draft Deliverables
                  required by Aventis. Company is responsible for ensuring that
                  the final version of all Deliverables is identical to Approved
                  Copy.

         6.3      Specific Indemnification. Company shall defend, indemnify, and
                  hold harmless Aventis in accordance with Sections 5.3 and 5.4
                  from and against any Claims arising out of or in connection
                  with Company's failure to perform its obligations set forth in
                  Sections 6.1 and 6.2. Company's obligations pursuant to this
                  Section shall include but are not limited to the cost of
                  developing and producing the Deliverables, the cost of
                  destruction of the Deliverables, and the cost of all remedial
                  acts that may be required by any state, local or federal
                  agency with respect to the use by Aventis of any of such
                  materials.

                                   ARTICLE 7

                             INDEPENDENT CONTRACTOR

         7.1      Nature of Relationship. Company shall perform the Services
                  under this Agreement only as an independent contractor, and
                  nothing contained herein shall be construed to be inconsistent
                  with that relationship or status. Company, its officers,
                  directors, employees, contractors, and agents shall not be
                  considered employees or agents of Aventis. Company shall have
                  no authority to sign any agreement with a third party on
                  behalf of Aventis or otherwise to bind Aventis in any manner.

         7.2      No Joint Business. This Agreement shall not constitute,
                  create, or in any way be interpreted as a joint venture,
                  partnership, or business organization of any kind.

                                     - 14 -
<PAGE>

                                   ARTICLE 8

                            REGULATORY REQUIREMENTS

         8.1      Compliance with Laws. Company shall comply with all foreign
                  and United States federal, state and local laws and
                  regulations applicable to it in connection with its
                  performance of the Services and its other obligations under
                  this Agreement (collectively, "Laws"). Without limiting the
                  generality of the foregoing:

                  (a)      Company shall comply with all Laws regarding
                           manufacture, testing, distribution, sale, and/or
                           promotion of pharmaceutical products and medical
                           devices, including but not limited to, all Laws
                           relating to required permits, licenses, filings,
                           certifications, and other approvals required by the
                           FDA or similar state, local or foreign agency;

                  (b)      Company shall comply with (i) the Anti-Kickback
                           provisions of the Social Security Act, 42 U.S.C.
                           Section 1320a-7b, et seq., and the relevant
                           regulations at 42 C.F.R. Part 1001, and (ii) the
                           False Claims Act, 31 U.S.C. Section 3729; and

                  (c)      Company shall comply with all Laws relating to the
                           confidentiality and security of personal and medical
                           data, including but not limited to HIPAA, and any
                           other Laws relating to the collection, storage,
                           maintenance, use, transmission, disclosure or other
                           activity concerning patient records and
                           confidentiality of personal and medical data.

         8.2      No Debarred Agents. Company represents and certifies that
                  neither the Company nor any person or entity employed or
                  engaged by Company, including without limitation, its
                  employees, contractors, consultants or agents who will provide
                  Services in connection with this Agreement (collectively
                  "Personnel") have ever been and are not currently debarred
                  pursuant to the Generic Drug Enforcement Act of 1992, 21
                  U.S.C. Section 335(a), as amended, or any similar state, local
                  or foreign law (collectively "Debarred"), excluded by the
                  Office of Inspector General pursuant to 42 U.S.C. Section
                  1320a-7, et seq. or any state agency from participation in any
                  federal or state health care program (collectively "Excluded")
                  or otherwise disqualified or restricted by the FDA pursuant to
                  21 C.F.R. 312.70 or any other regulatory authority
                  (collectively "Disqualified"), nor will Company utilize any
                  Debarred, Excluded or Disqualified Personnel to provide any
                  Services hereunder. During the term of this Agreement, if
                  Company or any Personnel is Debarred, Excluded or otherwise
                  Disqualified, Company shall immediately notify Aventis in
                  writing. Upon receipt of such notice by Aventis, or if Aventis
                  becomes aware of a threatened Debarment, Exclusion or
                  Disqualification, Aventis shall have the right to terminate
                  this Agreement immediately by written notice to Company.
                  Company represents and warrants that it has not been convicted
                  of any crime or engaged in any conduct for which it or its
                  Personnel could be Debarred, Excluded or Disqualified.

                                     - 15 -
<PAGE>

                                   ARTICLE 9

                          INTELLECTUAL PROPERTY RIGHTS

         9.1      Right to Use. Company represents and warrants that Company has
                  the right to use and disseminate and may use and disseminate
                  third party information when collecting, compiling, and
                  maintaining Draft Deliverables and Deliverables that Company
                  furnishes to Aventis under this Agreement. Company shall
                  indemnify Aventis in accordance with the applicable terms of
                  Article 5 for any Claim that any Draft Deliverables or
                  Deliverables infringe upon any patent, trademark, copyright,
                  or other intellectual property right belonging to any third
                  party. Company shall be responsible for obtaining the written
                  consent of owners of rights to any third party materials
                  provided to Aventis as all or any part of the Services or
                  Deliverables in order to procure for Aventis the right to
                  fully use such materials, and shall promptly provide a copy of
                  any such consents to Aventis upon Aventis' request.

         9.2      Ownership of Developments.

                  (a)      Except as expressly provided in an IPA, as between
                           Aventis and Company, the ownership of all statutory
                           and common law rights, including but not limited to
                           copyright and other intellectual property rights
                           (collectively, "Ownership Rights"), to all Draft
                           Deliverables, all Deliverables, and all other
                           materials, including all inventions, innovations,
                           improvements, modifications, know-how, discoveries
                           and developments, whether or not patentable or
                           copyrightable, created or reduced to practice during
                           the course of the Company providing Services or
                           resulting from an IPA (such Draft Deliverables,
                           Deliverables and other materials, collectively,
                           "Developments"), shall be allocated between Aventis
                           and the Company, whether Developments have been
                           prepared by such party or its employees, independent
                           contractors hired by such party or any other third
                           party providers, as follows:

                           (i)      any Developments created or reduced to
                           practice solely by Aventis shall be owned by Aventis;

                           (ii)     any Developments created or reduced to
                           practice jointly by Aventis and Company (including
                           their respective employees and other independent
                           contractors and agents) shall be jointly owned by
                           Aventis and Company; provided, however, that any
                           Developments which are customized to Aventis'
                           specifications or otherwise pertain solely to Aventis
                           or its business and operations shall be owned solely
                           by Aventis notwithstanding such joint development;
                           and

                           (iii)    any Developments created or reduced to
                           practice solely by Company shall be owned as follows:

                                     - 16 -
<PAGE>

                                    (A)      any such Developments with general
                           application in any industry shall be owned by
                           Company;

                                    (B)      any such Developments with general
                           application in the pharmaceutical industry shall be
                           owned by Company, but Company hereby grants Aventis a
                           perpetual (notwithstanding any termination of this
                           Agreement or any transfer by Company of Ownership
                           Rights in such Developments to any third party),
                           worldwide, non-exclusive, transferable, royalty-free
                           right and license, with the right to grant
                           sublicenses, to use such Developments for any
                           purpose; and

                                    (C)      any such Developments which are
                           customized to Aventis' specifications or otherwise
                           pertain solely to Aventis or its business and
                           operations shall be owned by Aventis.

                  (b)      Each party shall execute assignments of Ownership
                           Rights and shall be responsible for obtaining
                           assignments of Ownership Rights from third parties
                           sufficient to transfer to or vest in the other party,
                           to the extent the other party is entitled thereto
                           pursuant to this Section 9.2, the Ownership Rights,
                           at no additional charge to such other party.

                  (c)      For clarity, Ownership Rights in and to any
                           previously existing materials proprietary to a party
                           (which such party can prove by written documentation
                           were in existence and owned by such party prior to
                           the Company providing the relevant Services to
                           Aventis, and not including any improvements or
                           modifications thereto or inventions included therein
                           constituting Developments), shall not constitute
                           Developments and, as between Aventis and Company,
                           shall be retained by such party.

         9.3      Work for Hire; Licenses. Aventis and Company agree that all
                  Developments which Aventis owns or has the right to own, as
                  determined pursuant to Section 9.2, are a "Work Made for Hire"
                  under the United States Copyright law. To the extent any
                  Services, Draft Deliverables or Deliverables include any (a)
                  Developments which Company owns or has a right to own, as
                  determined by Section 9.2(a), (b) any intellectual property of
                  Company which Company owns as determined by Section 9.2(c), or
                  (c) any intellectual property of any third party, Company
                  hereby grants to Aventis or shall obtain for the benefit of
                  Aventis a perpetual, worldwide, non-exclusive, transferable,
                  royalty-free right and license to use such materials for
                  purposes of obtaining the benefits of the Services hereunder.

         9.4      No Use of Trademarks. Both parties agree not to use any of
                  other party's trademarks or trade names without the prior
                  express written consent of the other party.

                                     - 17 -
<PAGE>

         9.5      No License or Right. Nothing in this Agreement shall be
                  construed to create in or grant or provide to Company any
                  license, right, title, interest, or ownership in or to any
                  Aventis intellectual property or other proprietary rights of
                  Aventis.

                                   ARTICLE 10

                   REPRESENTATIONS, WARRANTIES AND COVENANTS.

         10.1     Mutual Representations, Warranties and Covenants. Each of
                  Company and Aventis represent and warrant to each other that
                  (a) it has the full right and power to enter into and perform
                  this Agreement, (b) this Agreement constitutes its legal,
                  valid and binding obligation, and (c) to the best of its
                  knowledge, it has not entered into as of the Effective Date,
                  and will not enter into after the Effective Date, any
                  agreements or commitments which could reasonably be expected
                  to impair or prevent it from carrying out all of its
                  obligations hereunder.

         10.2     Additional Representations, Warranties and Covenants of
                  Company.

                  (a)      Company represents, warrants and covenants that has
                           sufficient legal title and/or beneficial title under
                           its intellectual property rights necessary to provide
                           the Services and Deliverables and to otherwise
                           carryout its obligations under this Agreement.

                  (b)      Company represents, warrants and covenants that its
                           use of any personal information, including patient
                           and physician information which it collects,
                           receives, or has access to as a result of providing
                           the Services hereunder will be used solely for
                           purposes of providing the Services and it will not
                           otherwise use or disclose such information to third
                           parties.

                  (c)      Company represents, warrants and covenants that it
                           will not engage a third party to provide Services or
                           Deliverables hereunder unless and until such third
                           party has agreed to be bound by obligations of
                           non-disclosure and non-use no less restrictive than
                           the obligations of non-disclosure and non-use
                           applicable to Company hereunder.

         10.3     Right of First Refusal.

                  (a)      For purposes of this Section 10.3, the term "Aventis
                           Products" shall mean the following prescription
                           pharmaceutical products of Aventis: (i) until such
                           time as the product Apedra(R)is launched in the
                           United States, Amaryl(R)and Lantus(R), and (ii) upon
                           the launch of Apedra(R)in the United States,
                           Amaryl(R), Lantus(R)and Apedra(R). The term
                           "Competing Product" means (i) until such time as the
                           product Apedra(R)is launched in the United States,
                           Glucotrol(R), Humalin(R), and Novolin(R), and (ii)
                           upon the launch of Apedra(R)in the United States,
                           Glucotrol(R), Humalin(R), Novolin(R), Novolog(R),
                           Humalog(R), Novolin R(R), and Humalin R(R). The
                           parties shall negotiate in good faith to add specific
                           products to the foregoing definition of Competing
                           Products in the event third parties

                                     - 18 -
<PAGE>

                           obtain approvals to commercialize new products that
                           compete with Aventis Products.

                  (b)      During the period commencing on the Effective Date
                           and ending on the earlier to occur of (i) the three
                           (3) year anniversary of the Effective Date, (ii) the
                           date on which the Prepaid Credit reaches a zero
                           balance and (iii) the termination of this Agreement
                           (such period, the "ROFR Period"), Aventis shall have
                           the first right and option to obtain Services for the
                           Aventis Products, to the exclusion of all Competing
                           Products. Accordingly, in the event that, during the
                           ROFR Period, any third party seeks to obtain services
                           from Company for a Competing Product and Company is
                           not already providing Services for an Aventis Product
                           (which case is governed by clause (d) below), Company
                           shall promptly notify Aventis of such opportunity,
                           including in reasonable detail the types of services
                           requested and the proposed duration and fees therefor
                           (the "ROFR Notice"). Notwithstanding the foregoing,
                           the right of first refusal set forth in this Section
                           10.3 shall not apply to Services or products offered
                           by Company to insurers or healthcare plans relating
                           to a specific pharmaceutical product.

                  (c)      Within thirty (30) days following receipt by Aventis
                           of the ROFR Notice, Aventis shall advise Company
                           whether it desires to obtain Services for an Aventis
                           Product. If Aventis elects, at its option and in its
                           sole discretion, to so obtain Services, then the
                           parties shall negotiate in good faith an IPA between
                           Aventis and Company pursuant to which Company will
                           provide Services for such Aventis Product. In the
                           event the parties are unable to reach mutually
                           acceptable terms for an IPA within sixty (60) days of
                           commencing negotiations, Company shall be free to
                           enter into an agreement to provide services in
                           respect of the Competing Product on terms no less
                           favorable to Company than those last offered by
                           Aventis. If Aventis elects not to obtain Services for
                           an Aventis Product or fails to respond to the ROFR
                           Notice within such 30-day period, then Company shall
                           be free to provide services in connection with
                           Competing Products.

                  (d)      Company represents, warrants and covenants that, (i)
                           during the ROFR Period, it will not enter into any
                           agreement that would impair or prevent its ability to
                           comply with clause (c) above, and (ii) during the
                           ROFR Period, if it is providing Services to Aventis
                           in connection with an Aventis Product, it shall not
                           provide any services to any third party in connection
                           with any Competing Product.

                                   ARTICLE 11

                            LIMITATION OF LIABILITIES

         11.1     No Consequential or Punitive Damages. Except as otherwise
                  provided in this Agreement, in no event shall either party be
                  liable to the other for any special,

                                     - 19 -
<PAGE>

                  incidental, punitive or consequential damages arising out of
                  or in connection with the use or performance of the Services
                  or Deliverables.

         11.2     No Implied Warranties. Except for warranties expressly set
                  forth in this Agreement, Company makes no implied warranties,
                  including but not limited to any implied warranty of
                  merchantability or fitness for a particular purpose, with
                  respect to the Services and the Deliverables.

                                   ARTICLE 12

                                   INSURANCE

         12.1     Minimum Requirements. Company shall maintain insurance
                  policies in the minimum amounts as follows: (a) Comprehensive
                  General Liability (including Contractual Liability, Bodily
                  Injury, Property Damage, and Personal Injury) in the amount of
                  $1,000,000, combined single limit; (b) Comprehensive
                  Automobile Liability (Bodily Injury and Property Damage) in
                  the amount of $500,000, combined single limit; (c) Employers'
                  Liability in the amount of $100,000 per accident and $500,000
                  per disease; and (d) Workers Compensation and Employee
                  Liability as required by the laws of the state in which
                  Services are being performed. During the term of this
                  Agreement, Company shall not permit such insurance to be
                  reduced, expired, or cancelled without reasonable prior
                  written notice to Aventis. Upon request, Company shall provide
                  a Certificate of Insurance to Aventis.

                                   ARTICLE 13

                          COMMUNICATIONS AND PAYMENTS

         13.1     Payments. Checks for Services shall be made payable to: "Zix
                  Corporation" and sent to:

                           Zix Corporation
                           2711 N. Haskell Avenue
                           Suite 2300, LB 36
                           Dallas, Texas 75204-2960
                           Attention: Steve York
                           Facsimile No.: (214) 515-7380

                  Checks for any refunds of payments or pre-payments for
                  Services shall be made payable to: "Aventis Inc." and sent to:

                           Aventis Inc.
                           300 Somerset Corporate Boulevard
                           Bridgewater, New Jersey 08807-0977
                           Attention: Kevin O'Brien
                           Facsimile No.: (908) 243-1561

                                     - 20 -
<PAGE>

         13.2     Notice. Any notice required or permitted hereunder shall be in
                  writing and shall be deemed given as follows and addressed to
                  the party to receive such notice at the address(es) and/or
                  facsimile telephone number(s) set forth below, or such other
                  address as is subsequently specified to the notifying party by
                  the receiving party in writing:

                  (a)      the date it is delivered by hand;

                  (b)      three (3) business days after being sent by
                           Registered or Certified Mail, postage prepaid, return
                           receipt requested;

                  (c)      the date it is dispatched by facsimile, and confirmed
                           in writing simultaneously dispatched; or

                  (d)      one (1) business day after dispatched by nationally
                           recognized overnight courier.

                  If to Company, notice should be sent to:

                           Zix Corporation
                           2711 N. Haskell Avenue
                           Suite 2300, LB 36
                           Dallas, Texas 75204-2960
                           Attention:  Legal Department
                           Facsimile No.: (214) 515-7385

                  If to Aventis, notice should be sent to:

                           Aventis Inc.
                           300 Somerset Corporate Boulevard
                           P.O. Box 6890, SC3-830A
                           Bridgewater, New Jersey 08807-0977
                           Attention: General Counsel
                           Facsimile No.: (908) 243-7219

                  With a copy to:

                           Aventis Pharmaceuticals Inc.
                           300 Somerset Corporate Boulevard
                           Bridgewater, New Jersey 08807-0977
                           Attention: General Counsel, North America
                           Facsimile No.: (908) 243-7219

                                     - 21 -
<PAGE>

                                   ARTICLE 14

                                  MISCELLANEOUS

         14.1     Force Majeure. Notwithstanding anything to the contrary
                  contained herein, neither Aventis nor Company shall be liable
                  for delays in performing or any failure to perform any of the
                  terms of this Agreement caused by the effects of fire, strike,
                  war, insurrection, government restriction or prohibition, or
                  other similar causes reasonably beyond its control and without
                  its fault, but the party failing to perform shall use all
                  reasonable efforts to resume performance of this Agreement as
                  soon as feasible. Any episode of force majeure which continues
                  for sixty (60) days from the date of notification of its
                  existence shall give the non-affected party the right to
                  terminate this Agreement upon thirty (30) days' additional
                  notice.

         14.2     Assignment. Neither party shall have the right to assign this
                  Agreement or any of the rights or obligations hereunder
                  without the prior written consent of the other party, except
                  that (a) either party may assign this Agreement (and/or one or
                  more IPAs hereunder) to a successor or assignee of
                  substantially all of its assets, and (b) Aventis may assign
                  this Agreement (and/or one or more IPAs hereunder) to an
                  affiliate or a subsidiary or a successor to that area of its
                  business to which this Agreement is related.

         14.3     Entire Agreement; Modification. This Agreement and the IPAs,
                  together with the Security Agreement, the Note, and the
                  Registration Rights Agreement constitute the entire agreement
                  between the parties on the subject matter and supersede all
                  prior contracts, agreements and understandings relating to the
                  same subject matter between the parties. The parties intend
                  this Agreement to be a complete statement of the terms of
                  their agreement, and no change or modification of any of the
                  provisions of this Agreement shall be effective unless it is
                  in writing and signed by a duly authorized representative of
                  each of Company and Aventis.

         14.4     Governing Law. This Agreement shall be governed by the laws of
                  the State of New Jersey, without regard to its conflict of
                  laws rules.

         14.5     Severability. If any part of this Agreement shall be
                  determined to be invalid or unenforceable by a court of
                  competent jurisdiction or by any other legally constituted
                  body having jurisdiction to make such determination, the
                  remainder of this Agreement shall remain in full force and
                  effect, provided that the part of the Agreement thus
                  invalidated or declared unenforceable is not essential to the
                  intended purposes of this Agreement.

         14.6     Waiver. The failure of either party to demand strict
                  performance of any term or condition of this Agreement shall
                  not constitute a waiver thereof or in any way limit or prevent
                  subsequent strict enforcement of such term or condition.

                                     - 22 -
<PAGE>

         14.7     Binding Effects. The terms of this Agreement shall be binding
                  upon and inure to the benefit of Company, Aventis and their
                  respective successors and permitted assigns.

         14.8     Counterparts. This Agreement may be executed in two
                  counterparts, each of which shall be deemed an original but
                  all of which taken together shall constitute one and the same
                  instrument.

         14.9     Survival. The obligations of Company under Sections 2.4 and
                  2.7, and Articles 3, 5, 7, 9, 10, 13, and this Article 14, and
                  Aventis' obligations under Articles 3, 5, 7, 9, 10, 13, and
                  this Article 14, shall survive the expiration or termination
                  of this Agreement.

         14.10    Purchase Orders. The terms of any subsequent pre-printed
                  purchase order shall not vary, add to or supersede this
                  Agreement.

         14.11    Headings. Article and Section headings are for convenience
                  only and are not to be used to construe or interpret this
                  Agreement.

                             Signature Page Follows

                                     - 23 -
<PAGE>

         IN WITNESS WHEREOF, the parties have indicated their acceptance of the
terms of this Agreement by the signatures set forth as of the date first written
above. Each individual signing for a corporate entity hereby personally warrants
his or her legal authority to bind that entity.

Aventis Inc.                               Zix Corporation

By: /s/ Juergen Lasowski                   By: /s/ Ronald A. Woessner
    -----------------------                    ------------------------
Name: Juergen Lasowski                     Name: Ronald A. Woessner
Title: Authorized Signatory                Title: Senior Vice President

<PAGE>

                                                                      SCHEDULE A

                                     FORM OF
                          INDIVIDUAL PROJECT AGREEMENT

                          INDIVIDUAL PROJECT AGREEMENT
                                  NO. ________

Agreement:        Master Services Agreement dated January __, 2004 between
                  Aventis Inc. and Zix Corporation

Title of Project: "_________________________"

Date: _________________,________

The following terms and conditions apply solely to work performed under this
Individual Project Agreement ("IPA") and do not apply to any other Individual
Project Agreements. The IPA is governed by the terms of the Master Services
Agreement dated January [__], 2004 (the "Agreement") between Aventis Inc.
("Aventis") and Zix Corporation ("Company"), the terms and conditions of which
are incorporated herein by reference. To the extent that there is any conflict
between the terms and conditions of the Agreement and this IPA, this IPA shall
control. All capitalized terms in this IPA shall have the same defined meanings
as set forth in the Agreement. Time is of the essence for Company's performance
of the Services and delivery of the Deliverables hereunder.

         1.       Project Summary:

         [ENTER DETAILED DESCRIPTION OF PROJECT HERE. INCLUDE APPLICABLE TIME
FRAMES/DEADLINES AND OBJECTIVE CRITERIA FOR DETERMINING ACCEPTABILITY.]

         2.       Deliverables:

         [ENTER DETAILED DESCRIPTION OF DELIVERABLES HERE. INCLUDE APPLICABLE
DELIVERY DATES AND OBJECTIVE CRITERIA FOR DETERMINING ACCEPTABILITY.]

         3.       Budget:

         Total [ESTIMATED] Cost of Project: $_______________. Company shall not
exceed this amount (including reimbursable expenses, if any) without Aventis'
express prior written consent. A request by Company for excess fees shall be
accompanied by a written explanation of the cost overruns.

<PAGE>

         [ENTER BREAKDOWN OF BUDGET HERE. INCLUDE HOURLY OR DAILY (I.E., 8 HOURS
OF WORK) RATE FOR PROJECT PERSONNEL.]

         4.       Other Provisions:

         [ENTER ANY OTHER APPLICABLE PROJECT-SPECIFIC PROVISIONS HERE. IN
PARTICULAR, DESCRIBE ANY VARIATIONS FROM THE AGREEMENT, INCLUDING ANY EQUIPMENT
THAT MAY BE PROVIDED BY AVENTIS AND ANY PROPRIETARY, PRE-EXISTING IP OF
COMPANY.]

                             Signature Page Follows

<PAGE>

         IN WITNESS WHEREOF, the parties have indicated their acceptance of the
terms of this Agreement by the signatures set forth below as of the date set
forth above. Each individual signing for a corporate entity hereby personally
warrants his or her legal authority to bind that entity.

Aventis Inc.                                Zix Corporation

By: __________________________              By: ________________________________

Name: ________________________              Name: ______________________________
Title: _______________________              Title: _____________________________

<PAGE>

                                                                      SCHEDULE B

                           COMPANY SERVICES OFFERINGS

PATIENT EDUCATION AND CARE PROGRAM

The proposed PATIENT EDUCATION AND CARE PROGRAM (PECP) is an arrangement between
Aventis and ZixCorp, through its wholly-owned subsidiary PocketScript, Inc.,
enabling a physician at the point of prescribing to recruit and/or enroll
electronically a patient (who has provided authorization) into a drug compliance
or adherence program.

The PECP operates as a recruitment vehicle to identify and enroll patients in
existing disease management programs or in new programs either developed and
managed on behalf of Aventis by ZixCorp on Zix websites or by a third-party. The
electronic patient recruitment into the applicable compliance programs is
conducted using our PocketScript(TM) e-prescribing application (a handheld
wireless PDA: Blackberry or Pocket PC, or secure website).

Physicians using the ZixCorp PocketScript application have access to
comprehensive drug information and the ability to electronically write and
transmit prescriptions from the point-of-care directly to any pharmacy. The
physicians are able to view patient drug histories for all past e-prescriptions
to ensure prescriptions are being filled and no therapies are being duplicated.

The PECP has six potential option components which are described below:

         -        Recruitment

         -        Enrollment

         -        Adherence Reporting

         -        Program Management without Content

         -        Program Management with Content

         -        Content Development and Maintenance

RECRUITMENT

Description
                  Patient program recruitment may be made available to Aventis
                  through the Zix physician network.. The recruitment process
                  will be triggered after a physician prescribes an Aventis
                  program drug prompting the physician to offer each patient the
                  choice to have program opt-in information directed to him or
                  her.

         -        Reporting

         -        Upon request, ZixCorp can supply a report with the number of
                  recruitments.

<PAGE>

ENROLLMENT

         Description

         -        Under this scenario, the patient receives an email with a link
                  to opt-in to the PECP either because a) they were Recruited
                  into the PECP by their physician or b) they accessed the PECP
                  through another recruitment mechanism and elected to enroll in
                  the program either through a ZixCorp, 3rd party or Aventis
                  managed site.

         Reporting

         -        In addition to the Recruitment reporting provided above (as
                  applicable), Aventis may elect to receive reports on the
                  number of patients enrolled through the ZixCorp site in the
                  PECP.

         -        If Enrollment is managed by a 3rd party and Aventis would like
                  ZixCorp to report on enrollments, there will be a surcharge,
                  as defined in an applicable IPA.

ADHERENCE REPORTING

         Description

         -        ZixCorp can provide reports to Aventis on a de-identified
                  patient, physician, practice, or regional level that will
                  track Enrollees vs. Non-enrollees and provide agreed upon
                  metrics to measure the effectiveness and impact of the PECP.

         -        Adherence Reporting for patients enrolled through a 3rd party
                  will be subject to the 3rd Party Enrollment Surcharge, as
                  defined in any applicable IPA.

         Reporting

         -        Prescriptions written

         -        Prescriptions filled

         -        Number of refills picked up

         -        Number of renewal requests

         -        Number of renewals filled

PROGRAM MANAGEMENT WITHOUT CONTENT

         Description

         -        Patients may access the PECP through a ZixCorp website and
                  view static general information on the program and click a
                  link to a 3rd party or Aventis site that is managing that
                  program

         -        Zix monitors and maintains this portal and connectivity to the
                  3rd party site

         Reporting

         -        ZixCorp can provide reports to Aventis on the number of
                  patients accessing the PECP through the Zix Corp website.

<PAGE>

PROGRAM MANAGEMENT WITH CONTENT

         Description

         -        ZixCorp either a) manages the program content and
                  infrastructure, publishing it on Zix's site or b) provides a
                  wrapper to another site with Zix's navigational subsystem to
                  maintain a consistent look and feel

         -        ZixCorp monitors and maintains the website and access to the
                  content on it.

         -        Patients have access to their pertinent medical history
                  information and data, which can be tightly matched and linked
                  to personalized content and educational information.

         -        All patient history and prescription information is integrated
                  to provide a better experience for the users

         Reporting

         -        ZixCorp may provide reports on which sites, links and content
                  have been viewed, and, given meaningful volumes, provide
                  de-indentified reports on prescription fulfillment and
                  dispense history for patients classified by what content was
                  viewed

CONTENT DEVELOPMENT AND MAINTENANCE

         Description

         -        At Aventis' option, ZixCorp will work with Aventis to develop
                  content for the PECP for a fixed upfront fee to be negotiated
                  on a case-by-case basis, plus an ongoing maintenance fee on a
                  per Enrollment basis to be determined.

PRICING

         Description

         -        See Agreement provisions for general treatment.

         -        In particular:

<TABLE>
<CAPTION>
                                                  Enrollment
                                                    to 3rd
  Per                                                Party                       Program         Program
Enrollment                                         Reporting    Adherence     Management w/o   Management w/       Content
  Cost           Recruitment       Enrollment      Surcharge    Reporting        Content         Content         Maintenance
  ----           -----------       ----------      ---------    ---------        -------         -------         -----------
<S>              <C>               <C>            <C>           <C>           <C>              <C>               <C>
1st Drug             *                 *               *            *              *                *                TBD
2nd Drug             *                 *               *            *              *                *                TBD
3rd Drug             *                 *               *            *              *                *                TBD
4th Drug             *                 *               *            *              *                *                TBD
5th Drug             *                 *               *            *              *                *                TBD
6th Drug             *                 *               *            *              *                *                TBD
</TABLE>

----------------
* Indicates confidential text omitted and filed separately with the Securities
and Exchange Commission.

<PAGE>

WEB-HOSTING

         Description

         -        Zix has the ability to provide industry-standard web-hosting
                  services.