<PAGE>

                                                                   Exhibit 10.22

                    WEBSITE DEVELOPMENT AND HOSTING AGREEMENT

     This Website Development and Hosting Agreement (the "Agreement") is made as
                                                          ---------
of January 21, 2000 ("Execution Date"), by and between Moore Medical Corp., a
                      --------------
Delaware corporation ("Moore"), and e-Media, L.L.C., a Connecticut limited
                       -----
liability company ("e-Media").
                    -------

                                    RECITALS

A.   e-Media, which is in the business of designing, developing, creating,
     programming, implementing and launching websites, desires to design,
     develop, create, program, implement and launch a Website (as hereinafter
     defined) for Moore. Exhibit A, attached hereto, describes (in some
     instances, where expressly so stated, by incorporation by reference from
     e-Media's Scope of Work) the design, technical and functional capabilities,
     look and feel and certain other attributes of the Website (collectively,
     the "Specifications").
          --------------

B.   The Website is to employ Work Product (defined hereinafter) and
     e-Media-Licensed Works (defined hereinafter, together with the Work
     Product, the "Enabling Works") to implement, launch, produce, edit,
                   --------------
     publish, update and manage the Moore Content (defined hereinafter) on the
     World Wide Web (defined hereinafter) in accordance with this Agreement and
     the Specifications. The Work Product, which e-Media is to develop for Moore
     under this Agreement, and the Moore Content, are to be proprietary to
     Moore. The e-Media-Licensed Works, which are proprietary to e-Media, are to
     be licensed to Moore, irrevocably, perpetually, without royalty, for use on
     the Website.

C.   e-Media provides a variety of technical services relating to the hosting of
     websites on the World Wide Web, including the installation and maintenance
     of hardware, software and communications facilities, and the hosting and
     servicing of websites.

D.   Moore wishes to retain the services of e-Media to: (i) locate, establish,
     install, and maintain certain computer hardware, software and
     telecommunications lines located in, or extending to, e-Media's or a
     third-party's facilities (the "e-Media Network," as further defined herein)
                                    ---------------
     sufficient to make the Website accessible to users of the World Wide Web
     and to allow such users to transact business on the Website with Moore;
     (ii) assist Moore with its development and operation of certain computer
     hardware, software, and telecommunications lines located in, or extending
     to, Moore's facilities (collectively, the "Moore Network," as hereinafter
                                                -------------
     further defined); (iii) assist Moore in updating and revising the Website;
     and (iv) consult with Moore with respect to the transfer of the Website.

E.   Moore desires to engage e-Media to design, develop, create, program,
     document, implement, launch, and host its Website, and e-Media wishes to
     provide Moore with such services as set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises set forth herein,
Moore and e-Media hereby agree as follows:
<PAGE>

6.   DEFINITIONS

     The following terms are used with the following meanings herein:

     1.1  "Accepted" has the meaning set forth in Section 2.6(d).
           --------

     1.2  "Agreement" means this Website Development and Hosting Agreement,
           ---------
          including all provisions thereof and all Exhibits thereto.

     1.3  "Beta Phase One" means the Website review and testing phase in which
           --------------
          e-Media and Moore employ the Enabling Works to produce, edit, publish,
          update and manage the Moore Content on the Website on
          password-protected Web Servers, for review and testing by Moore.

     1.4  "Beta Phase One Acceptance" has the meaning set forth in Section
           -------------------------
          2.6(c).

     1.5  "Beta Phase One Acceptance Review" has the meaning set forth in
           --------------------------------
          Section 2.6(b).

     1.6  "Beta Phase One Acceptance Review Period" has the meaning set forth in
           ---------------------------------------
          Section 2.6(b).

     1.7  "Beta Phase Two" means the Website review and testing phase in which
           --------------
          e-Media and Moore employ the Enabling Works to (a) produce, edit,
          publish, update and manage the Moore Content on the Website on
          password-protected Web Servers and (b) cause Web Servers to process
          commercial transactions on the Website with customers selected by
          Moore, for review and testing by Moore.

     1.8  "Beta Phase Two Acceptance" has the meaning set forth in Section
           -------------------------
          2.6(c).

     1.9  "Beta Phase Two Acceptance Review" has the meaning set forth in
           --------------------------------
          Section 2.6(c).

     1.10 "Beta Phase Two Acceptance Review Period" has the meaning set forth in
           ---------------------------------------
          Section 2.6(c).

     1.11 "CFML" means the series of commands, known as ColdFusion Markup
           ----
          Language, for creating and formatting Webpages and includes only
          current and future official extensions thereto.

1.12 "Change Proposal," "Change Offer" and "Change Order" have the meanings set
      ---------------    ------------       ------------
forth in Section 3.1.
<PAGE>

1.13 "Combined Network" means, collectively, the Moore Network and the e-Media
      ----------------
Network.

1.14 "Combined Network Architecture" has the meaning set forth in Section 5.2.
      -----------------------------

1.15 "Confidential Information" means information in the possession or under the
      ------------------------
control of a party relating to the technical, customer, marketing, product or
business affairs or proprietary or Trade Secret information of that party in
oral, graphic, written, electronic or machine readable form, other than
information that: (a) is known by the recipient in an integrated form at the
time of disclosure; (b) becomes, through no act or fault of the recipient,
publicly known; (c) is received by the recipient from a third party without a
restriction on disclosure or use; or (d) is independently developed by the
recipient without reference to such information.

1.16 Intentionally omitted.

1.17 "Content Management Tools" means e-Media's proprietary software, customized
      ------------------------
electronic data interfaces, forms, wizards and templates designed by it for
editing and producing content on a website, as referred to under the column
captioned "e-Media" in the table under section 1.6.2 of the Specifications and
described in section 1.6.4 thereof.

1.18 Intentionally omitted.

1.19 "Cure" has the meaning set forth in Section 2.6(e).
      ----

1.20 "Damages" has the meaning set forth in Section 11.1.
      -------

1.21 Intentionally omitted.

1.22 "Development Agreement" means this Agreement, excluding Section 5 and all
      ---------------------
Exhibits referenced solely therein.

1.23 "Development Fees" has the meaning set forth in Section 6.1.
      ----------------

1.24 "Documentation" means (i) written manuals, meeting the Documentation
      -------------
Standards, containing all information and instructions, and presented in a
manner, sufficient for an experienced or competently trained person to
efficiently (x) operate the Website in accordance with the Specifications by
employing the Enabling Works and (y) produce, edit, publish, update and manage
the Moore Content on the Website, in accordance with the Specifications, and
(ii) all work books, diagrams, support manuals, configuration details and
identification of components and technical and design documents prepared by or
for e-Media in connection with the Work Product or the Website.
<PAGE>

1.25 "Documentation Request" and "Documentation Charge Statement" have the
      ---------------------       ------------------------------
meanings set forth in Section 3.2.

1.26 "Documentation Standards" means text, in print or electronic form
      -----------------------
(Microsoft Word format), containing all information and instructions, and
organized and presented in a manner, adequate to enable an end-user of the
Enabling Work covered by Documentation to effectively employ it and benefit from
all its features. The documentation furnished by the licensors of Hosting
Software shall serve as a reference for such Standards.

1.27 "Domain Name" means Moore's World Wide Web URL: www.mooremedical.com and
      -----------
any alias or alternative URL so designated by Moore from time to time. "Primary
                                                                        -------
Domain Name" and "Secondary Domain Name" have the meanings set forth in Section
-----------       ---------------------
10.7.

1.28 "e-Media Confidential Information" includes all Confidential Information of
      --------------------------------
e-Media and the source code of the e-Media-Licensed Works.

1.29 "e-Media-Licensed Works" means the Content Management Tools and all
      ----------------------
Upgrades thereto made at any time during the Hosting Term.

1.30 "e-Media Network" means the computer hardware, network connections and
      ---------------
telecommunications lines located in, or extending to, e-Media's or a third party
service provider's facilities and designated in Exhibit L, to be operated and
maintained by e-Media or a third party service provider as same relates to the
Website.

1.31 "e-Media Server" means each individual server contained in the e-Media
      --------------
Network.

     1.32 "e-Media Servers" means all servers contained in the e-Media Network.
           ---------------

     1.33 "e-Media Server Specifications" has the meaning set forth in Section
           -----------------------------
          5.2.

     1.34 "Enabling Works" has the meaning set forth in Recital B.
           --------------

     1.35 "Execution Date" has the meaning set forth in the introductory
           --------------
          paragraph of this Agreement.

     1.36 "For Cause Hosting Term Termination Event" has the meaning set forth
           ----------------------------------------
          in Sections 5.9(b), 5.10(b) and 5.12.

     1.37 "Hosting Agreement" means the Agreement, excluding Sections 2, 3, 4,
           -----------------
          6.2 and 6.3 and all Exhibits referenced solely therein.

     1.38 "Hosting Fee" has the meaning set forth in Section 5.6.
           -----------
<PAGE>

     1.39 "Hosting Service" has the meaning set forth in Section 5.1.
           ---------------

     1.40 "Hosting Service Failure" or "Failure" means a failure, identified by
           -----------------------      -------
          e-Media or Moore, of a Hosting Service to function in conformance with
          the Hosting Agreement. Hosting Service Failures shall be classified by
          level of severity as set forth in Exhibit N.

     1.41 "Hosting Software" means all software, including server software,
           ----------------
          telecommunications software, security software and other software that
          is necessary to operate and maintain the Website on the Combined
          Network in accordance with (i) the Hosting Agreement, and (ii)
          commonly accepted operating principles and industry standards.

     1.42 "Hosting Term" has the meaning set forth in Section 5.7.
           ------------

     1.43 "HTML" means the series of commands, known as Hypertext Markup
           ----
          Language, for formatting Webpages and includes all current and future
          extensions thereto, whether or not viewed as "official."

     1.44 "including" means "including, but not limited to."
           ---------

     1.45 "Indemnifying Party" has the meaning set forth in Section 11.1.
           ------------------

     1.46 "Indemnified Party" has the meaning set forth in Section 11.1.
           -----------------

     1.47 "Index Sites" has the meaning set forth in Section 2.9.
           -----------

     1.48 "Intellectual Property Rights" means all now known or hereafter known
           ----------------------------
          tangible and intangible (a) rights associated with works of authorship
          throughout the universe, including but not limited to, copyrights,
          moral rights, and mask-works; (b) trademark and trade name rights and
          similar rights; (c) Trade Secret rights; (d) patents, designs,
          algorithms and other industrial property rights; (e) all other
          intellectual and industrial property rights (of every kind and nature
          throughout the universe and however designated, including logos,
          "rental" rights and rights to remuneration), whether arising by
          operation of law, contract, license, or otherwise; (f) all
          registrations, initial applications, renewals, extensions,
          continuations, divisions or reissues hereof now or hereafter in force;
          and (g) all rights in any of the foregoing.

     1.49 "Internet" means the worldwide network of computers commonly
           --------
          understood to provide some or all of the following features, among
          others: electronic mail, file transfers through File Transfer Protocol
          ("FTP"), Telnet access to local and remote computers, Usenet
            ---
          Newsgroups,
<PAGE>

          Browser access to information on local and remote computers, Wide Area
          Information Servers ("WAIS") and World Wide Web access.
                                ----
     1.50 "Launch" has the meaning set forth in Section 2.6(c).
           ------

     1.51 "Launch Acceptance Date" means the date immediately following the day
           ----------------------
          as of which the Website has operated in accordance with the
          Specifications for an average of at least ninety-nine and one-half
          percent (99.5%) of the scheduled operating elapsed time (excluding
          from the numerator and denominator used in computation of said percent
          all time during which it did no so operate because of a breach by
          Moore of the Development Agreement) for any thirty (30) consecutive
          day period commencing after Launch. For purposes hereof, the Website
          shall not be deemed to have not operated in accordance with the
          Specifications to the extent that the downtime (i) does not arise from
          a breach by e-Media of the Development Agreement; or (ii) arises
          solely from one or a combination of the following: (a) downtime agreed
          to in writing by Moore and e-Media, (b) an act or omission of Moore
          constituting a breach by it of the Development Agreement, or (c) a
          modification to the Website mutually agreed to by Moore and e-Media.
          By way of example only, (i) if the Website does not so operate for an
          average of at least ninety-nine and one-half percent (99.5%) of the
          first thirty (30) days after Launch, Launch Acceptance Date will not
          have occurred on the thirty first (31st) day following Launch; and
          (ii) if at the end of the thirty second (32nd) day after Launch it did
          so operate for the immediately preceding thirty (30) days, the Launch
          Acceptance Date will have occurred as of the thirty third (33rd) day
          following Launch.

     1.52 "meets the Specifications," "in accordance with the Specifications,"
           ------------------------    -------------------------------------
          "in conformance with the Specifications," "satisfies the
           --------------------------------------    -------------
          Specifications," and similar phrases mean, with respect to the
          --------------
          Enabling Works or the Website, that they or it perform and function in
          accordance with the Specifications.

     1.53 "Megabits per second" or "Mbps" means 1,024,000 bits of data
           -------------------      ----
          transmitted in one second.

     1.54 "Moore Confidential Information" includes all: Confidential
           ------------------------------
          Information of Moore; passwords used in connection with the Website
          (or a Beta Phase); server logs; the Work Product, its source code, and
          Documents related thereto; Moore Content which Moore designates as
          confidential; and other materials which Moore designates as
          confidential or which e-Media should reasonably believe to be
          confidential. Moore Confidential Information also includes the
          Website, other than to the extent made publically available by Moore
          on the World Wide Web and not subject to
<PAGE>

          a copyright, patent, proprietary right held by Moore (except as
          surrendered by being so made available).

     1.55 "Moore Content" or "Content" means all text, graphics, sound,
           -------------      -------
          animation, video and other data supplied by Moore to e-Media, as such
          may be modified by Moore from time to time.

     1.56 "Moore Marks" means the trademarks, trade names, service marks and
           -----------
          logos owned, controlled or licensed by Moore.

     1.57 "Moore Network" means the computer hardware, network connections and
           -------------
          telecommunications lines located in, or extending to, Moore's
          facilities to be operated and maintained by Moore.

     1.58 "Moore Representatives" has the meaning set forth in Section 5.5 (a).
           ---------------------

     1.59 "Moore Specific Failure" has the meaning set forth in 5.10(a).
           ----------------------

     1.60 Intentionally omitted.

     1.61 "Non-Renewal Payment" has the meaning set forth in Section 5.11.
           -------------------

     1.62 "Page View" means each access by an Internet user of a Webpage
           ---------
          contained within the Website.

     1.63 "Personnel Agreements" means written agreements between e-Media and
           --------------------
          each of its employees, consultants, sub-contractors and others who
          participate in, or who have access to, any of e-Media's work
          hereunder, in substantially the form of Exhibit ___ hereto.

     1.64 "Pre-Execution Date Payments" has the meaning set forth in Section
           ---------------------------
          6.1.

     1.65 "Rejection" has the meaning set forth in Section 2.6(d).
           ---------

     1.66 "Retainer Agreement" means an agreement between Moore and e-Media in
           ------------------
          substantially the form of Exhibit D hereto.

     1.67 "Secure Area" has the meaning set forth in Section 5.5.
           -----------

     1.68 "Staging Server" has the meaning set forth in Section 5.4.
           --------------

     1.69 "Source Code Escrow Agreement" means an agreement in the form of
           -----------------------------
          Exhibit E hereto executed by e-Media, Moore and a mutually
          satisfactory person or entity, independent of Moore and e-Media, as
          escrow agent.
<PAGE>

     1.70   "Specifications" has the meaning set forth in the Recital A.
             --------------

     1.71   Intentionally omitted.

     1.72   "Trade Secrets" means trade secrets as defined in the Connecticut
             -------------
            Uniform Trade Secrets Act.

     1.73   "Training Standards" means training, by skilled persons, each with
             ------------------
            no less than twenty-four (24) months of experience training end-
            users of computers in a business setting.

     1.74   "Transfer" means the transfer of the Website to Moore or a hosting
             --------
            service provider of its choice.

     1.75   "Transferable" means, with respect to the Website, that it functions
             ------------
             and performs in accordance with the Specifications when operated
             (a) by Moore or by a hosting service provider selected by Moore on
             Web Servers technically equal to the equipment set forth in the
             Specifications meeting industry standards for performance and
             reliability (b) under the supervision of an experienced or
             competently trained person.

     1.76   "Transfer Documentation" means written manuals and instructions,
             ----------------------
            containing all information and instructions, and presented in a
            manner sufficient for an experienced or competently trained person
            selected by Moore to efficiently and effectively effect Transfer.

     1.77   "Transfer Training" has the meaning set forth in Section 2.11.
             -----------------

     1.77A. "Updates" has the meaning set forth in Section 5.4.
             -------

     1.78   "Upgrades" means any change which (i) increases the speed,
             --------
            efficiency or ease of operation of any software, script, technology
            or file, (ii) adds additional capabilities thereto, or (iii)
            otherwise improves the functionality, performance or appearance
            thereof.

     1.79   "URL" ("Universal Resource Locator") means an address that
             ---
            identifies documents, such as Webpages and related resources, on the
            World Wide Web.

     1.80   "Warranty Service Period" means the ninety (90) days, extended by
             -----------------------
            all the time during which Warranty Service is required and during
            which it takes e-Media to implement any Warranty Service,
            immediately following Launch.
<PAGE>

     1.81   "Warranty Service" means all revisions, patches, fixes, work-
             ----------------
            arounds, modifications and replacements necessary or appropriate for
            the Enabling Works to function and perform in accordance with the
            Specifications, consistently and without error.

     1.82   Intentionally omitted.

     1.83   "Web Browser" means the current version and the version immediately
             -----------
            preceding the current version of software that is designed to allow
            interactive access to the World Wide Web (and in some cases to other
            Internet resources as well), including Netscape Navigator and
            Microsoft Internet Explorer.

     1.84   "Webpage" means a document or file that is formatted using HTML, or
             --------
            its equivalent, and that is intended to be accessible by Internet
            users with a Web Browser.

     1.85   "Web Server" means computer equipment used to make the Website
             ----------
            accessible to Internet users with a Web Browser.

     1.86   "Website" means the presence, in accordance with the Specifications,
             -------
            of the Moore Content on the World Wide Web (i) enabled by the
            integration of the Enabling Works and the Moore Content, and (ii)
            formed by the Combined Network.

     1.87   "Website Updates" means revisions, updates, deletions, enhancements
             ---------------
            or modifications of the Website.

     1.88   "World Wide Web" means all Webpages and resources related to
             --------------
            Webpages accessible to Internet users with a Web Browser.

     1.89   "Work Product" means all (a) HTML files, CFML files, Java files,
             ------------
            graphics files, sound files, multimedia files, data files,
            technology, scripts and programs, both in object code and source
            code form, created by e-Media for Moore in connection with this
            Agreement, other than Content Management Tools, and (b)
            Documentation and any Transfer Documentation.

2.   WEBSITE DEVELOPMENT, DELIVERY, TESTING AND LAUNCH

     2.1    Development and Delivery of Website. e-Media agrees to (a) develop
            -----------------------------------
            and deliver the Work Product to Moore, (b) license the e-Media-
            Licensed Works to Moore, (c) prepare and deliver the Documentation
            to Moore, (d) launch the Website for Moore, and (e) provide all
            design, development, creative, programming, installation, launching,
            training, technical support
<PAGE>

          and other services in connection therewith, all as contemplated by the
          Development Agreement, in accordance with the Specifications.

     2.2  Delivery of Moore Content. Moore agrees to deliver to e-Media all
          -------------------------
          Moore Content that it desires e-Media to incorporate into the Website,
          in the formats set forth in the Specifications. e-Media shall, prior
          to incorporating Content delivered to it by Moore into the Website,
          remove any Trojan horses, worms, viruses or other disabling devices
          from it by scanning it with a virus detection program. In the event
          that Moore incorporates any Content directly into the Website, e-Media
          shall have no responsibility or liability to Moore or any third party
          arising out of any Trojan horses, worms, viruses or other disabling
          device ("Disabling Devices") that was in the Content or for the effect
          of such Disabling Devices on the Website.

     2.3  Notice of Delay. e-Media agrees to notify Moore promptly of any
          ---------------
          factor, occurrence or event coming to its attention that may affect
          e-Media's ability to meet the requirements of the Development
          Agreement, or that may occasion any material delay in delivery of any
          Enabling Work or launch of the Website, including any loss or
          reassignment of key employees or equipment failure. Moore agrees to
          notify e-Media promptly of any factor, occurrence or event coming to
          its attention that may affect Moore's ability to meet the requirements
          of the Development Agreement, or that may occasion any material delay
          in delivery of Moore Content.

     2.4  Project Leaders and Liaisons. Michael S. Terretta is the Project
          ----------------------------
          Leader for e-Media, and Peter Hood is the Project Leader for Moore.
          They or their designees shall meet weekly, until Launch, and
          thereafter as reasonably requested by Moore until Launch Acceptance
          Date. Exhibit G, attached, sets forth the name, address, telephone
          number, fax number and e-mail address of each person designated by
          Moore or e-Media as responsible, for the respective party, for
          arranging meetings and consultations between the parties, and for the
          transmission and receipt of Content and Enabling Works, Documentation
          and technical information and assistance. ("Project Liaisons") The
          Project Liaisons shall attend or otherwise participate in project
          planning meetings as appropriate, and endeavor to respond within one
          business day of receipt of any requests for information or decisions
          that are communicated "live" by telephone between them (not over voice
          mail) or by e-mail.

     2.5  Progress Reports. At least once every week until Launch, e-Media shall
          ----------------
          offer to give, and if requested give, Moore a progress report advising
          Moore, in detail, of the status of e-Media's performance under the
          Development Agreement. Said report shall be in writing if so requested
          by Moore.
<PAGE>

     2.6  Delivery of Enabling Works; Acceptance in Phases.
          ------------------------------------------------

          (a)  Intentionally omitted.

          (b)  Prior to the commencement of Beta Phase One, e-Media shall have
               successfully completed alpha testing of the Enabling Works
               reasonably satisfactory to Moore. Unless the parties otherwise
               mutually agree in writing, subject to the installation by Moore
               of appropriate connectivity requirements, e-Media shall cause the
               Website development to enter Beta Phase One as soon as
               practicable. e-Media shall deliver all Enabling Works to Moore
               and install them, with the Moore Content delivered previously to
               e-Media, on the Web Servers, prior thereto. During Beta Phase
               One, Moore shall (i) review the Enabling Works and Website to
               determine whether they conform to the Specifications, and (ii)
               perform tests to determine whether the Enabling Works, when
               integrated with all previously-delivered Work Product and Moore
               Content and operated on the Web Servers set forth in the
               Specifications, function and perform (x) as set forth in the
               Specifications, and (y) repetitively on a variety of data,
               without failure or error, consistently and accurately ("Beta
                                                                       ----
               Phase One Acceptance Review"). e-Media shall give Moore all
               ---------------------------
               reasonable assistance required to conduct the Beta Phase One
               Acceptance Review. Moore shall have a reasonable period of time,
               of approximately four (4) weeks, to conduct Beta Phase One
               Acceptance Review ("Beta Phase One Acceptance Review Period").
                                   ---------------------------------------

          (c)  Once Moore has communicated, in writing, to e-Media that it has
               satisfactorily completed the Beta Phase One Acceptance Review
               ("Beta Phase One Acceptance"), e-Media shall cause the Website
                 -------------------------
               development to enter Beta Phase Two. During Beta Phase Two, Moore
               shall review and perform tests on the Enabling Works by
               conducting commercial transactions with customers selected by it
               ("Beta Phase Two Acceptance Review"). e-Media shall give Moore
                 --------------------------------
               all reasonable assistance required to conduct the Beta Phase Two
               Acceptance Review. Moore shall have a reasonable period of time,
               of approximately four (4) weeks, to conduct Beta Phase Two
               Acceptance Review ("Beta Phase Two Acceptance Review Period").
                                   ---------------------------------------
               Once Moore has communicated, in writing, to e-Media that Moore
               has satisfactorily completed Beta Phase Two Acceptance Review
               ("Beta Phase Two Acceptance"), the Website will begin full
                 -------------------------
               commercial-use operation ("Launch").
                                          ------
<PAGE>

          (d)  Moore shall notify e-Media if either the Beta Phase One or Beta
               Phase Two Acceptance Review does not establish that the Enabling
               Works conform to, function and perform, or the Website does not
               operate, in accordance with the Specifications (a "Rejection").
                                                                  ---------
               During such Beta Phase One and Beta Phase Two Acceptance Review
               Periods, Moore may Reject all or any part of the Enabling Works
               or Website which does not satisfy, conform to, function, perform
               or operate in accordance with, the Specifications. A Rejection
               shall be in writing and shall state the grounds therefor. Subject
               to the provisions of Section 2.7, an Enabling Work or the Website
               shall be considered accepted ("Accepted," resulting in either
                                              --------
               Beta Phase One Acceptance or Beta Phase Two Acceptance, as
               applicable) if Moore does not Reject it within the applicable
               Acceptance Review Period.

          (e)  If Moore Rejects an Enabling Work or the Website, e-Media shall
               have up to the following ten (10) business days, but in no event
               more than the applicable Review Period, to implement any
               corrections, amendments or other changes necessary to establish
               that it functions, performs and operates in accordance with the
               Specifications ("Cure"). Upon implementation of such Cure,
                                ----
               e-Media shall redeliver such Enabling Work to Moore or
               reimplement the Website for a Beta Phase One or Beta Phase Two
               Acceptance Review, as applicable.

          (f)  If Moore Rejects an Enabling Work or the Website, the procedures
               set forth herein shall be repeated until it is Accepted within 10
               days of Rejection, unless it is not Accepted within said period
               or is Rejected 3 times. If it is not Accepted within said period
               or is Rejected 3 times, Moore may commence an arbitration against
               e-Media seeking remedies as a result of its damages relating to
               rejection pursuant to this Section 2.6(f).

     2.7  Intentionally omitted.
          ---------------------

     2.8  Back-up of Enabling Works and Moore Content. Prior to Acceptance of an
          -------------------------------------------
          Enabling Work, e-Media shall back up said Work and the Moore Content
          at such times and shall store said back up materials at such locations
          as is consistent with e-Media's Gold Level hosting program.

     2.9  Submission to Index Sites. At least 5 days prior to the delivery of
          -------------------------
          the Enabling Works for Beta Phase One, e-Media shall supply Moore with
          a list of online directories and search engines ("Index Sites") (e.g.,
                                                            -----------
          Alta Vista, Yahoo!, Infoseek, Lycos, and similar Internet resources
          that maintain lists of or information about resources available on the
          Internet)
<PAGE>

          that may be appropriate to list the Website. At Moore's option and
          convenience, Moore shall then specify (in writing or by e-mail) up to
          six (6) Index Sites to which it would like its Website submitted, and
          e-Media shall then submit Website to the selected Index Sites within
          one week of Moore's selection of Index Sites.

     2.10 Website Transfer. Website transfers by e-Media to Moore to a new
          ----------------
          hosting service will be provided and effected and completed, at
          Moore's written request to e-Media, within thirty (30) days after said
          request, subject to payment, except as provided in Section 5.12, to
          e-Media of fees at the rate of eighty dollars ($80) per hour not in
          excess of one hundred fifty (150) hours in connection therewith.

     2.11 Training. e-Media shall, prior to Launch, train the persons selected
          --------
          by Moore to use and maintain the Enabling Works, and all Upgrades
          thereto. Such training shall consist of at least ten (10) consecutive
          business days of training by experienced personnel at a location in
          Connecticut designated by Moore. In addition, e-Media shall, at
          Moore's request, at charges of no more than its reasonable and
          customary hourly or daily charges, and at a cost of no more than $175
          per hour or $1,200 per day, promptly train persons selected by Moore
          to implement, independently of e-Media, and Transfer the Website
          ("Transfer Training"). All such training shall conform to the Training
            -----------------
          Standards.

     2.12 Documentation.
          -------------

          (a)  Documentation for Work Product and e-Media-Licensed Works.
               ---------------------------------------------------------
               e-Media shall, on or prior to the date of Launch, deliver all
               Documentation to Moore for the Work-Product and e-Media-Licensed
               Works meeting the Documentation Standards.

          (b)  Intentionally Omitted
               ---------------------

          (c)  Transfer Documentation. e-Media shall promptly prepare and
               ----------------------
               deliver such Transfer Documentation as Moore may request pursuant
               to Section 3.2 at charges of no more than its reasonable and
               customary hourly or daily charges.

     2.13 Work Product Operating Response Time. e-Media shall design and program
          ------------------------------------
          the Website utilizing generally accepted industry practices such that
          the Website, if hosted on the e-Media Servers with the e-Media Network
          Architecture identified in Exhibit L, will, during no sixty (60)
          consecutive minute period, process commercial transactions at a median
          rate of in excess of one-half (1/2) of one (1) second, measured at
          said e-Media Servers, from the receipt at said Servers of the
          commercial
<PAGE>

          transaction requests until the completion of the processing by said
          Servers and Website.

3.   ADDITIONAL WORK

     3.1  Change Orders: Modification of Work Product and e-Media-Licensed
          ----------------------------------------------------------------
          Works. If Moore desires e-Media to change a function or performance of
          -----
          a Work Product or e-Media-Licensed Work from that set forth in the
          Specifications, Moore shall deliver to e-Media a statement of the
          changes desired (the "Change Proposal"). Within 5 days of a Change
                                ---------------
          Proposal, e-Media shall submit a change order proposal (the "Change
                                                                       ------
          Offer") which includes a statement of any additional charges and, if
          -----
          the Change Offer is provided prior to Acceptance of the Work Product
          or e-Media-Licensed Work, any adjustments to the date of Launch that
          it proposes to effect the changes described in the Change Proposal.
          e-Media shall quote all Change Proposal charges at no more than its
          reasonable and customary hourly or daily charges, and at no more than
          $175 per hour or $1,200 per day. On Moore's written approval of the
          Change Offer (a "Change Order"), the Change Proposal and Change Order
                           ------------
          shall become a part of the Specifications. The Work Product and
          e-Media-Licensed Work on any Change Order shall be subject to
          Acceptance Reviewing, with the number of days for Acceptance Review
          and Acceptance Review Period set forth in the Change Proposal.

     3.2  Preparation and Delivery of Transfer Documentation. If Moore desires
          --------------------------------------------------
          e-Media to prepare Transfer Documentation, Moore shall deliver to
          e-Media a statement of the Transfer Documentation desired (the
          "Documentation Request"). Within 5 days of the Documentation Request,
           ---------------------
          e-Media shall submit a documentation charge proposal (the
          "Documentation Charge Statement") which includes a statement of the
           ------------------------------
          charges and delivery dates it proposes for the requested
          Documentation. Such delivery dates shall be as early as reasonably
          practicable, and shall not entail a longer delay in starting and
          concluding the work than encountered by e-Media's other clients for
          work of similar size and scope. e-Media shall quote all charges at no
          more than its reasonable and customary hourly or daily charges, and at
          no more than $175 per hour or $1,200 per day. On Moore's written
          approval of the Documentation Charge Statement, e-Media shall prepare
          and deliver Transfer Documentation as requested by the Documentation
          Request and in accordance with the Documentation Charge Statement.

     3.3  Sufficient Writings. A Change Proposal, Change Offer, Change Order,
          -------------------
          Documentation Request and Documentation Charge Statement shall be
          written and signed by Moore's Senior Vice President of Information
          Systems (Peter Hood, on the Execution Date) or its Manager of Program
          Service (Lorraine Crawford, on the Execution Date) and by e-Media's
<PAGE>

          chief financial officer (Raymond Tellini, on the Execution Date) or
          its account manager (Evan Barnet, on the Execution Date). An e-mail
          message shall constitute a writing, for purposes hereof, only if: (a)
          the e-mail message explicitly and prominently states that it is
          "Change [Proposal][Offer][Order], Documentation [Request] [Charge
          Statement] Number __ pursuant to the Moore Medical/e-Media Website
          Development and Hosting Agreement"; (b) the responding e-mail message
          clearly refers to the specific e-mail message to which it is
          responding; (c) the terms of the Change [Proposal][Offer][Order],
          Documentation [Request] or [Charge Statement], including the work to
          be done, the timing for that work, and the price for that work, are
          evident on the face of the three e-mail messages without reference to
          any other e-mail messages or Webpages; and (d) the three e-mail
          messages reflect a complete agreement among the parties on all
          material points mentioned in each e-mail message.

     3.4  Retainer Agreement. On Moore's written request at any time prior to
          ------------------
          March 1, 2000, e-Media shall execute the Retainer Agreement to Moore
          in the form of Exhibit D hereto, and Moore shall thereupon execute it
          and deliver it to e-Media. If Moore does not make such request,
          e-Media shall offer such Retainer Agreement after March 1, 2000, based
          upon e-Media's then current rates.

4.   LICENSES

     4.1 License by e-Media to Moore of e-Media-Licensed Works. e-Media hereby
         -----------------------------------------------------
grants to Moore, its successors and assigns a worldwide, non-exclusive,
royalty-free, perpetual, irrevocable right to use, publicly perform, publicly
display and digitally perform the e-Media-Licensed Works, in all media now known
or hereafter known. e-Media shall, prior to the Beta Phase Two Review Period,
provide to Moore the object code to the most current copies of all
e-Media-Licensed Works to which Moore has rights pursuant to the foregoing, plus
all related Documentation. Moore's exploitation of the e-Media-Licensed Works
shall be limited to (i) the use of same in connection with the Website, and (ii)
the use by alternative URL's pointed at the Website's URL (ie. such that when a
user addresses the alternative URL it will gain access to the Website). Said
license to: (1) reproduce and create derivative works shall be limited to
reproduction and creation of derivative works made (a) in connection with the
Website, or (ii) to edit and produce content thereon; and (2) reproduce and
create derivative works shall be limited to reproductions and creation of
derivative works for Moore's internal use only, provided that this limitation
shall not restrict Moore from using, publicly performing, publicly displaying
and digitally performing Content edited or produced with such reproduction or
derivative work.

     4.2  Intentionally Omitted.
          ---------------------
<PAGE>

     4.3  Licenses Irrevocable. All licenses granted under or pursuant to this
          --------------------
          Agreement (including e-Media-Licensed Works and under Section 10.1 of
          this Agreement) are irrevocable, and any purported revocation shall be
          void and of no effect.

     4.4  Post-Hosting Period Upgrades to e-Media-Licensed Works. Moore shall be
          ------------------------------------------------------
          entitled to obtain licenses to Upgrades to the e-Media-Licensed Works
          made after the Hosting Period on no less favorable terms than offered
          by the e-Media to its licensee offered the most favorable terms.

5.   Website Hosting Services

     5.1  Hosting Services. e-Media shall, during the Hosting Term, provide to
          ----------------
          Moore the specific technical services described in Exhibit K hereto,
          and all services set forth or described in this Section 5 and all
          subparts hereof (each a "Hosting Service," and collectively the
                                   ---------------
          "Hosting Services").
           ----------------

     5.2  Delivery and Implementation of Hosting Services. e-Media shall, during
          -----------------------------------------------
          the Hosting Term, deliver and implement the Hosting Services in
          accordance with the Specifications, the network architecture of the
          e-Media Network and the e-Media Server specifications set forth in
          Exhibit L ("e-Media Server Specifications").
                      -----------------------------

     5.3  Hosting Software.
          ----------------

          (a)  e-Media shall, for purposes of providing the Hosting Services
               provided herein during the Hosting Term, provide and maintain the
               Hosting Software.

          (b)  e-Media represents and warrants that (a) Exhibit K, attached,
               sets forth: (i) all Hosting Software; (ii) the nature and use of
               such Software; (iii) its owner; and (iv) all licenses to e-Media
               of such Software, other than Hosting Software that e-Media has
               the right to use without license; and (b) e-Media will maintain
               all such licenses during the Hosting Term, without charge to
               Moore, sufficient for the operation of the Website and for it to
               discharge its obligations under the Hosting Agreement.

          (c)  e-Media shall not add or remove any Hosting Software (or any part
               thereof) without Moore's prior written consent.

     5.4  Website Updates. e-Media shall, during the Hosting Term, provide Moore
          ---------------
          with a system and necessary software to allow Moore to transmit
          changes to the Website Content ("Updates") to a staging server
                                           -------
          designated by e-Media (the "Staging Server"). e-Media shall, within
                                      --------------
          ten (10) business days
<PAGE>

          of receipt by Moore, update the appropriate e-Media Server(s) with the
          Website Updates on the Staging Server, provided that such Updates are
          in a form which can be placed on the appropriate e-Media Server(s) and
          accessed over the Internet. e-Media shall, prior to said updating of
          the appropriate e-Media Servers with the Website Updates, scan the
          Updates with a current virus protection program in an effort to remove
          any interference from Disabling Devices from said Updates,

     5.5  Access and Security.
          -------------------

          (a)  Physical Access and Security. e-Media shall maintain a secure
               ----------------------------
               cage(s) in which all of the e-Media Network, Website and
               Confidential Information deployed in digital format and which
               comprises portions of the Website shall be located and stored
               (the "Secure Area"). Access to the Secure Area shall be limited
                     -----------
               by e-Media solely to (i) the individuals identified in Exhibit M,
               as amended by Moore from time to time, as authorized by Moore to
               have access to the Secure Area (the "Moore Representatives") with
                                                    ---------------------
               e-Media representatives present, and (ii) e-Media's engineers,
               senior engineers, system administrators, equivalent systems
               personnel and senior management (and as necessary and with
               appropriate supervision, other service personnel) authorized by
               e-Media based on their need to have access to perform the Hosting
               Services hereunder. Moore Representatives shall have access to
               the Secure Area and any other location in which any e-Media
               Server, Content or Confidential Information is located
               twenty-four (24) hours a day, seven (7) days a week. To the
               extent that Moore desires access to the Secure Area pursuant
               hereto, e-Media will afford Moore reasonable access to e-Media
               representatives for such purpose.

          (b)  Electronic Security. e-Media shall provide electronic security
               -------------------
               (i.e., "firewalls"), including but not limited to operating
               systems and network interfaces, for the Combined Network so as to
               prevent unauthorized access by third parties to the Website and
               Confidential Information. Moore shall consult with e-Media to
               assist it with formulating and implementing a general security
               policy.

     5.6  Monthly Hosting Fees and Hosting Payment Terms. In consideration of
          ----------------------------------------------
          the Hosting Services and other services provided by e-Media under
          Article 5 of this Hosting Agreement, Moore agrees to pay e-Media a fee
          of $22,883.00 per month for each month during the Hosting Term
          ("Hosting Fee"), payable on the first day of each month in advance.
            -----------
<PAGE>

     5.7  Hosting Term. e-Media shall provide the Hosting Services for a period
          ------------
          of twelve (12) months from Launch, unless earlier terminated as
          otherwise provided in Sections 5.9(b), 5.10(b) and 5.12 (the "Initial
                                                                        -------
          Term"). e-Media shall continue to provide the Hosting Services on the
          ----
          terms and conditions of this Hosting Agreement beyond the Initial Term
          for additional twelve (12) month terms (each, subject to Sections
          5.9(b), 5.10(b) and 5.12, a "Renewal Term") unless Moore gives e-Media
                                       ------------
          a written notice of termination at least three (3) months prior to the
          expiration of the Initial Term or the then-current Renewal Term. The
          Initial Term and any Renewal Term(s) are herein collectively referred
          to as the "Hosting Term."
                     ------------

     5.8  Hosting Services Termination and Payment. Upon the effective date of
          ----------------------------------------
          any termination or expiration of the Hosting Term, Moore shall pay (i)
          all unpaid and outstanding fees through the effective date of
          termination or expiration of the Hosting Term and (ii)if it fails to
          renew the Initial Term for a Renewal Term pursuant to Section 5.7 and
          except as provided for in Sections 5.11 and 5.12, the Non-Renewal
          Payment.

     5.9 Performance Representations and Warranties. e-Media represents and
         ------------------------------------------
warrants the following:

          (a)  Dedicated Equipment and Bandwidth. The e-Media Network, and each
               ---------------------------------
               component thereof, is and will be dedicated solely to Moore.
               e-Media acknowledges that it established the e-Media Network
               Configuration and Moore Network Configuration with knowledge of
               the particular purpose for which such Networks are required by
               Moore and with knowledge that Moore is relying on e-Media's skill
               and judgment to select or furnish suitable hardware, software,
               network connections and telecommunications lines. e-Media hereby
               warrants that the e-Media Network, and each component thereof,
               provided to Moore from e-Media and all spare components shall be
               current technology, new and merchantable and shall be fit for
               their intended purpose in accordance with the Hosting Agreement.

          (b)  Uptime. Except as otherwise agreed in writing by the parties, the
               ------
               Website shall be accessible to Internet users twenty-four (24)
               hours per day, seven (7) days per week, with the sole exception
               of scheduled maintenance during such times as Moore and e-Media
               mutually agree in advance in writing which shall be not less than
               an average of ten (10) minutes per day during each prior
               consecutive thirty (30) day period ("Scheduled Hosting
                                                    -----------------
               Maintenance Time"). E-Media shall furnish to Moore Hosting
               ----------------
               Services, including response in the event of a Failure,
               consistent with e-Media's Gold Level Hosting Service described on
               Exhibit N hereto. Notwithstanding the foregoing, in the event of
               any loss or
<PAGE>

               interruption of Hosting Services for more than an average of
               twenty (20) minutes per day during each consecutive thirty (30)
               day period, Moore shall (as its sole remedy under this Agreement,
               including without limitation the Hosting Agreement, receive a
               credit against future Hosting Services equal to one (1) day for
               each day or portion thereof during which there is any loss or
               interruption of Hosting Services for more than an average of
               twenty (20) minutes per day during each consecutive thirty (30)
               day period. Any loss or interruption of the Hosting Services, for
               causes other than scheduled maintenance in excess of a cumulative
               period of 1350 minutes in any consecutive thirty (30) day period
               shall be considered a For Cause Hosting Term Termination Event.
               The parties acknowledge that the Website may be accessible to
               Internet users but Internet users may, for reasons unrelated to
               e-Media or its obligations hereunder, be unable to access the
               Website (ie. storm damage, cable cuts, or the like). In any such
               event(s), the downtime shall not be counted against e-Media for
               the purposes hereof.

          (c)  Backup; Redundancy. e-Media will provide Moore at all times with
               ------------------
               the equipment, communications capacity and carriers, power backup
               and redundancy set forth in the e-Media Network Architecture,
               provided that in any event e-Media will always provide Moore with
               sufficient local generator backup power capacity to fully operate
               the e-Media Network for at least two (2) consecutive hours. In
               the absence of extraordinary circumstances, e-Media has access to
               spare web servers and shall put available servers into use on six
               (6) hours notice in the event that the e-Media Network ceases to
               make the Website available to Internet users.

          (d)  Response Time. E-Media warrants that the Website will process
               -------------
               commercial transactions during no sixty (60) consecutive minute
               period at a median rate of in excess of one-half (1/2) of one (1)
               second, measured at the e-Media Servers, from receipt of
               commercial transaction requests until completion of the
               processing by said servers and the Website.

          (e)  Processor Capacity. The e-Media Servers shall each, on the
               ------------------
               average, operate at less than fifty percent (50%) processor
               capacity between 8:00 a.m. and 8:00 p.m. EST.

     5.10 Procedure for Determining and Remedying Hosting Service Failure.
          ---------------------------------------------------------------
<PAGE>

          (a)  Time to Discover; Notification of Moore. As soon as practicable,
               ---------------------------------------
               but in any event within one (1) hour following identification by
               e-Media or Moore of any Hosting Service Failure, e-Media will
               determine and report to Moore's chief information systems'
               officer by telephone and/or e-mail (address:
               phood@mooremedical.com) whether, in its view, the source of such
               ----------------------
               Failure is in the e-Media Network. Unless such Failure is limited
               to the Moore Network ("Moore Specific Failure"), e-Media will
                                      ----------------------
               determine its source as soon as practicable after determining
               that it is not a Moore Specific Failure. In any event, e-Media
               will notify Moore of the source of such defect or problem as soon
               as practicable after identifying the source.

          (b)  Remedy of Defect or Problem. After identification, except in the
               ---------------------------
               case of Moore Specific Failures, e-Media shall, at no additional
               cost to Moore, respond to and remedy, to the reasonable
               satisfaction of Moore, any Failure other than a Moore Specific
               Failure in accordance with Exhibit N. In the event that e-Media
               is unable or fails to remedy, to the reasonable satisfaction of
               Moore, e-Media shall notify Moore of such, and shall provide
               Moore with an alternate means of obtaining the Hosting Services
               to Moore within 24 hours at no extra cost to Moore. If e-Media
               fails to remedy such Failure after 24 hours, such shall be a For
               Cause Hosting Term Termination Event. In the case of Moore
               Specific Failures, e-Media will cooperate with Moore to resolve
               the problem as soon as possible.

     5.11 Non-Renewal Payment. If Moore fails to renew the Initial Term for a
          -------------------
          Renewal Term pursuant to Section 5.7, it shall pay e-Media a
          termination payment of $68,649 ("Non-Renewal Payment"). No such
                                           -------------------
          payment shall be payable in the event of a For Cause Hosting Term
          Termination Event.

     5.12 For Cause Hosting Term Termination. In the event that either (i)
          ----------------------------------
          Launch Acceptance Date does not occur as specified in Section 14.7, or
          (ii) e-Media is in material breach of a provision of the Hosting
          Agreement and it fails to remedy such breach within five (5) business
          days of Moore's written notice thereof to e-Media, such shall be a For
          Cause Hosting Term Termination Event. In the event of a For Cause
          Hosting Term Termination Event, Moore may on written termination
          notice to e-Media terminate the Hosting Term for cause (a "For Cause
                                                                     ---------
          Hosting Term Termination Event"). No Non-Renewal Payment shall be
          ------------------------------
          payable in the event of Moore's termination of the Hosting Term by
          reason of a For Cause Hosting Term Termination Event. In the event of
          a termination of the Hosting Term by reason of a For Cause Hosting
          Term Termination Event, e-Media shall transfer the Website to a new
          hosting services
<PAGE>

          provider selected by Moore, within 150 person hours in no event to
          exceed thirty(30) days of such request, using 2-3 people assuming the
          transferee hosting service provider employs comparable bandwidth as
          that employed by e-Media, without charge.

6.   COMPENSATION, ETC.

     6.1  Development Fees. e-Media and Moore agree that e-Media's compensation
          ----------------
          for designing, developing, creating, programming, documenting,
          implementing and launching the Website in accordance with the
          Development Agreement and the Specifications shall be one million
          three hundred seventy-five thousand six hundred fifteen dollars and no
          cents ($1,375,615.00) ("Development Fees") Moore has paid e-Media six
                                  ----------------
          hundred eighty-seven thousand eight hundred seven dollars and fifty
          cents ($687,807.50) of the Fees on or prior to the Execution Date
          ("Pre-Execution Date Payments"). The balance of the Development Fees
            ---------------------------
          shall be paid as follows: (a) two-hundred and twenty-nine thousand two
          hundred sixty nine dollars and sixteen cents ($229,269.16) on the
          Execution Date, being paid on execution of this Agreement by
          application of the credit in the amount of two-hundred and twenty-nine
          thousand dollars ($229,000.00), (b) two hundred twenty-nine thousand
          four hundred three dollars and seventy five cents ($229,403.75) within
          simultaneous with Beta Phase Two commencement, and (c) two hundred
          twenty-nine thousand four hundred three dollars and seventy five cents
          ($229,403.75) simultaneous with Launch. One Hundred Thousand Dollars
          ($100,000.00) of the payment to be received simultaneous with Launch
          shall be held in escrow pursuant to the terms of the Escrow Agreement
          attached hereto as Exhibit O.

     6.2  Repurchase of Certain Equipment. On October 8, 1999, Moore purchased
          -------------------------------
          certain equipment from e-Media. e-Media is, simultaneous with the
          execution of this Agreement, repurchasing said equipment from Moore
          and is paying Moore two hundred thirty-four thousand one hundred fifty
          two dollars and fifty cents ($234,150.50) therefor (of which
          $229,000.00 is being applied as credit against the portion of the
          Development Fees payable under Section 6.1(a) of this Agreement, and
          the balance, $5,152.50, is being paid by e-Media's check to Moore in
          that amount) and, in consideration thereof, Moore is herewith
          transferring to e-Media all its right, title and interest in said
          equipment.

     6.3  Expenses. Moore shall reimburse e-Media for all reasonable
          --------
          out-of-pocket expenses which have been approved in advance in writing
          by Moore incurred by e-Media in the performance of services hereunder
          (except that no such advance approval shall be needed for long
          distance telephone calls, messenger, overnight delivery, automobile
          mileage and tolls, after-
<PAGE>

          hour reasonable meal charges and outsourced photocopying expenses),
          within thirty (30) days after Moore's receipt of expense statements,
          with supporting documentation.

     6.4  Most Favored Client. e-Media represents and warrants that the Fees do
          -------------------
          not, and that the charges referred to in Sections 2.10, 2.11(c),
          2.11(d), 3.1, 3.2, 3.4 and 5.6 will not, reflect hourly or daily
          charges in excess of those charged by e-Media on projects of similar
          size and scope for any other client of e-Media.

7.   DEVELOPER REPRESENTATIONS AND WARRANTIES

     7.1  No Conflict. e-Media represents and warrants that it is under no
          -----------
          obligation or restriction, nor will it assume any such obligation or
          restriction that does or would in any way interfere or conflict with,
          or that does or would present a conflict of interest concerning, the
          work to be performed by e-Media under this Agreement.

     7.2  Ownership and Licensed Rights. e-Media represents and warrants that:
          -----------------------------
          (i) e-Media has the authority to enter into this Agreement and to
          perform all its obligations hereunder; (ii) e-Media has and will have
          full and sufficient right to transfer and assign all ownership rights
          in the Work Product to Moore and to grant all license rights to Moore
          in the e-Media-Licensed Works pursuant to this Agreement; (iii)
          e-Media is and will be the sole author of all Enabling Works; (iv) the
          Work Product is and will be created solely by e-Media; (v) e-Media has
          not granted any rights or licenses to any third party under or to Work
          Product or any portion thereof; (vi) the Website and Work Product are
          "works made for hire," e-Media's work on the Website and Work Product
          have been specially ordered by Moore as an audiovisual work, or such
          other category of work as may be eligible, to the greatest extent
          available under law, for treatment under 17 U.S.C ss. 101, et seq., as
          a "work made for hire;" and (vii) on delivery of Work Product and
          Website to Moore as required by this Agreement, Moore will have all
          right, title and interest therein, free of all claims (other than any
          claim by e-Media for unpaid Fees or reimbursable unreimbursed
          expenses), liens and encumbrances.

7.3  Non-infringement. e-Media represents and warrants that (i) the e-Media
     ----------------
Network, e-Media Licensed Works and Work Product do not and will not infringe,
in whole or in part, any patent, copyright, trademark or other Intellectual
Property Right of any third party, (ii) e-Media has received no claim or charge
of such infringement by the e-Media Network, e-Media-Licensed Works or Work
Product or any portion thereof, (iii) e-Media has no reason to believe that the
e-Media Network, e-Media-Licensed Works or Work Product may infringe, in whole
or in part, a patent, copyright, Trade Secret or other Intellectual Property
Right of any third party, and (iv) the e-Media Network, e-Media-
<PAGE>

Licensed Works and Work Product do not invade or violate any right of privacy,
personal or proprietary right, or other common law statutory right.

     7.4  Originality. e-Media represents and warrants that the Work Product is
          -----------
          and will be original work developed by it exclusively for Moore
          pursuant to this Agreement.

     7.5  Copyright and Patent. e-Media represents and warrants that: (a)
          --------------------
          assuming that Moore does not publish Work Product in a manner which
          causes loss of copyright therein, the Work Product is and will be
          entitled to copyright protection under United States copyright laws,
          and (b) no Work Product has or will be published by e-Media, or by any
          of its employees, consultants, sub-contractors or other person who has
          or obtains access to Work Product through e-Media, under circumstances
          which have caused, or may cause, a loss of copyright or patent
          therein.

     7.6  Conformity, Performance, and Compliance. e-Media represents and
          ---------------------------------------
          warrants that: (a) all services performed and to be performed under
          this Agreement by e-Media will be rendered using sound, professional
          practices and in a competent and professional manner by knowledgeable,
          trained and qualified personnel; (b) the Enabling Works and Website
          will appear and operate in conformance with the Specifications; (c)
          the Website, if hosted in accordance with the Specifications, will be
          accessible by users of the Internet twenty-four (24) hours per day,
          seven (7) days per week; (d) all obligations owed to third parties
          with respect to obligations of e-Media pursuant to this Agreement or
          with respect to Enabling Works or the Website are or will be, prior to
          the beginning of Beta Phase Two, fully satisfied by e-Media, so that
          Moore does not and will not have any obligations with respect thereto
          to any third party; (e) e-Media has complied and will comply with all
          applicable federal, state and local laws in the performance of its
          obligations hereunder; (f) subject to Paragraphs 2.2 and 5.4 herein,
          the entire Website and the e-Media Network does not and will not
          contain any Trojan horses, worms, viruses or other disabling devices;
          (g) e-Media, in implementing the Website, will not alter the Moore
          Content in any manner without Moore's prior written consent; and (h)
          the Enabling Works and Website are and will be free from programming
          errors which would materially impair conformance with the
          Specifications.

     7.7  Personnel Agreements. e-Media represents and warrants that it has and
          --------------------
          will have Personnel Agreements. On Moore's request, which shall be
          made only upon Moore's reasonable and good-faith belief that a
          Personnel Agreement(s) has been breached to the detriment of Moore,
          e-Media shall furnish Moore with copies of the applicable executed
          Personnel Agreement(s).
<PAGE>

     7.8  Year 2000. e-Media represents and warrants that the Hosting Services,
          ---------
          e-Media Network, Website, Work Product and e-Media-Licensed Works
          shall provide, among other things, the following functionality: (a)
          accurate processing of date-related information before, during and
          after January 1, 2000, including, without limitation, accepting date
          input, providing date output, and performing calculations on dates or
          portions of dates; (b) function accurately in accordance with the
          Specifications and without interruption before, during and after
          January 1, 2000, without any change in operations associated with the
          advent of the new century; (c) respond to two-digit date input in a
          way that resolves any ambiguity as to century in a disclosed, defined
          and predetermined manner; and (d) store and provide output of date
          information in ways that are unambiguous as to century.

     7.9  Transferability. e-Media represents and warrants that the Website,
          ---------------
          Work Product and e-Media-Licensed Works are and will be Transferable
          and warrants that all Transfer Documentation will meet the
          Documentation Standards.

     7.10 Warranty Service. e-Media warrants that it will provide the Warranty
          ----------------
          Service during the Warranty Service Period, except that e-Media will
          not be obliged to provide Warranty Service if Moore modifies an
          Enabling Work and/or the Moore Network unless it reasonably
          demonstrates that its modification did not cause the need for Warranty
          Service.

     7.11 Source Code Escrow Agreement Deposit. e-Media and Moore agree to
          ------------------------------------
          execute the Source Code Escrow Agreement prior to Launch, and to name
          AboveNet as escrow agent. e-Media represents and warrants that, upon
          Launch, it shall deposit the source code to the e-Media-Licensed Works
          in escrow, for release to Moore only upon the occurrence of certain
          events as forth therein.

     7.12 No Certain Third Party Materials. e-Media warrants and represents that
          --------------------------------
          no HTML file, CFML file, graphic file, sound file, data file,
          technology, script or program not proprietary to e-Media in
          incorporated in or used in connection with the Work Product other than
          Moore Content.

8.   CLIENT REPRESENTATIONS AND WARRANTIES

     Moore represents and warrants that: (a) it has the power and authority to
enter into this Agreement; (b) it is the owner or licensee of all rights
necessary and appropriate to use the Moore Content on the Website; (c) the Moore
Content is original, except for material in the public domain and such excerpts
from the other works as may be included therein or pursuant to the written
license of the copyright owners; (d) the Moore Content does not contain libelous
material; (e) the Moore Content does not and will not infringe,
<PAGE>

in whole or in part, any patent, copyright, trademark or other Intellectual
Property Right of any third party; (f) Moore has received no claim or charge of
such infringement by the Moore Content or any portion thereof; (g) Moore has no
reason to believe that the Moore Content may infringe, in whole or in part, a
patent, copyright, Trade Secret or other Intellectual Property Right of any
third party; and (h) the Moore Content does not invade or violate any right of
privacy, personal or proprietary right, or other common law statutory right.

9.   DISCLAIMERS OF OTHER WARRANTIES

     THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE LIMITED WARRANTIES AND ARE
THE ONLY WARRANTIES MADE BY THE RESPECTIVE PARTIES. THE PARTIES EXPRESSLY
DISCLAIM, AND HEREBY EXPRESSLY WAIVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
MOORE MAKES NO WARRANTIES OR GUARANTEES OTHER THAN TO e-MEDIA AS SET FORTH
HEREIN AS TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT PUBLISHED OR MADE
ACCESSIBLE TO WEBSITE.

10.  OWNERSHIP AND RIGHTS

     10.1 Grant of License by Moore: Content. As between Moore and e-Media,
          ----------------------------------
          Moore shall own all right, title and interest in and to the Content.
          Moore hereby grants to e-Media a non-exclusive, non-transferable,
          limited license, to use the Content under the terms and conditions of
          this Agreement solely in connection with the establishment of the
          Website. e-Media may only make such copies of the Content as may be
          necessary to perform its obligations under this Agreement. Except for
          the limited license set forth in this Section, Moore expressly
          reserves all other rights in and to the Content.

     10.2 Copyright Notice. e-Media shall cause the following copyright notice
          ----------------
          (or any other notices as instructed in writing by Moore) to be
          displayed on each page of Website on which Moore Content is viewed:
          "Copyright (or(C)) ____ [relevant year] Moore Medical Corp. All Rights
          Reserved."

     10.3 Trademark Usage. e-Media shall not use any Moore Content or Moore
          ---------------
          Marks, in any manner other than as is expressly provided for in this
          Agreement, without Moore's prior written approval. e-Media shall
          submit to Moore for prior written approval any proposed use of the
          Moore Marks, and shall not use the Moore Marks without such approval.
          Moore reserves the right to review any approved use of the Moore Marks
          and to require changes in such further use, and e-Media agrees to
          comply with such requirements. e-Media acknowledges and agrees that:
          (a) it shall not use the Moore Marks in a manner likely to diminish
          the Moore Marks' commercial value; (b) it shall not knowingly permit
          any third-party to use
<PAGE>

          the Moore Marks unless authorized to do so in writing by Moore; (c) it
          shall not knowingly use or permit the use of any mark, name, or image
          likely to cause confusion with the Moore Marks; (d) all goodwill
          associated with e-Media's use of the Moore Marks shall inure to Moore;
          (e) the Moore Marks are and shall remain the sole property of Moore;
          (f) nothing in this Agreement shall confer in e-Media any right of
          ownership in the Moore Marks, and e-Media shall not make any
          representation to the effect, or use the Moore Marks in a manner that
          suggests that such rights are conferred; and (g) e-Media shall not now
          or in the future contest the validity of the Moore Marks.

     10.4 Publicity. Without limiting Section 10.3, e-Media and its employees,
          ---------
          agents and representatives will not, without prior written consent in
          each instance, use in any advertising, public announcement, press
          release or any other promotional endeavor any Moore mark, the name of
          Moore or any Moore affiliate, or any officer or employee of Moore, or
          any trade name, trademark, trade device, service mark, symbol or any
          abbreviation, contraction or simulation thereof used by Moore or its
          affiliates, or represent, directly or indirectly, that any product or
          service provided by e-Media has been approved or endorsed by Moore, or
          refer to the existence of this Agreement in a press release,
          advertising or materials distributed to e-Media's prospective
          customers. Notwithstanding the foregoing, after the Launch Acceptance
          Date, e-Media shall have the right to use the name of Moore on its
          standard client list which lists all or substantially all of the
          e-Media's other clients (provided, however, that Moore's name is not
          used or presented in a manner which is distinct from the way any of
          the other clients' names are presented).

     10.5 Intellectual Property Rights in and Ownership of Work Product.
          -------------------------------------------------------------

          (a)  The Work Product and all Upgrades thereto are the property of
               Moore and all right, title and interest thereto, and the
               copyright embodied therein, shall vest in Moore and shall be
               deemed to be a "work made for hire" under the United States
               copyright law (17 U.S.C.ss.101 et seq.) and made in the course of
               the Development Agreement. To the extent that title to any such
               works may not, by operation of law, vest in Moore or such works
               may not be considered to be work made for hire, all right, title
               and interest therein are hereby irrevocably assigned to Moore.
               e-Media herewith irrevocably assigns to Moore all Intellectual
               Property Rights in the Work Product and the Upgrades thereto. All
               Work Product and Upgrades thereto shall belong exclusively to
               Moore with Moore having the right to obtain and to hold in its
               own name, copyrights, patents, registrations or such protection
               as may be appropriate to the subject matter, and any extensions
               and renewals
<PAGE>

               thereof. e-Media agrees to give, without charge (except for
               copying or similar administrative costs), Moore and any person
               designated by Moore all information available to e-Media and to
               assist (at its regular charges, for consultations) Moore in
               determining patentability and perfecting and enforcing the rights
               defined in this Section; provided, however, that to the extent
                                        -----------------
               that any information is e-Media Confidential Information, e-Media
               shall promptly notify Moore thereof and shall furnish such
               Information to Moore upon receipt from Moore in form and
               substance reasonably satisfactory to e-Media and Moore of a
               non-disclosure agreement covering such Information.

          (b)  e-Media agrees never to contest or dispute or assist others in
               contesting or disputing Moore's exclusive ownership of all right,
               title and interest in and related to the Work Product or Upgrades
               thereto, and the Intellectual Property Rights in or related to
               the Work Product or Upgrades thereto.

          (c)  The Intellectual Property Rights or other property rights granted
               or assigned Moore hereunder shall become and remain the exclusive
               property of Moore even if Moore does not file applications for
               patent, copyright, trademark, service mark, trade secret, mask
               work or other similar protection, as applicable, for any such
               rights.

          (d)  e-Media hereby waives any moral rights in and to the Work Product
               which e-Media may acquire pursuant to the Development Agreement
               or by operation of law and expressly agrees not to undertake any
               steps to acquire any such rights, and expressly grants Moore the
               right to make Upgrades in and to the same.

     10.6 Rights Clearance. Moore shall be responsible for obtaining any
          ----------------
          permissions necessary: (a) to place the Moore Content and any other
          editorial materials (i.e., photographs or other content which appears
          as part of the substantive content) on the Website; and (b) for the
          use of any Moore Content for navigational or site design purposes
          which is specifically requested for inclusion by Moore. Except with
          respect to the foregoing, e-Media shall have the full and complete
          responsibility to obtain any rights, licenses, clearances, releases or
          other permissions necessary for e-Media and Moore to develop and test
          any software to be incorporated as part of the Website pursuant to
          this Agreement or Content used for navigational or site design
          purposes, and e-Media shall pay all fees or costs associated
          therewith. With respect to any rights clearances, which are Moore's
          responsibility, e-Media will facilitate and clear such rights, subject
          to Moore's payments of any fees to third parties for such clearances
          (such fees to be approved in advance by Moore in writing).
<PAGE>

     10.7 Domain Names. Subject to availability, the Website shall have its URL
          ------------
          under Domain Name, www.mooremedical.com, which Domain Name is and
          shall remain the sole property of Moore (the "Primary Domain Name").
                                                        -------------------
          e-Media shall register any other available Domain Names which are
          necessary for the efficient and proper development and operation of
          the Website, which Domain Names will ultimately resolve to any Webpage
          within the Website of the Primary Domain Name (the "Secondary Domain
                                                              ----------------
          Names"). All Secondary Domain Names shall remain the sole property of
          -----
          Moore. To the extent that title to the Primary Domain Name and the
          Secondary Domain Names does not vest in Moore by operation of law,
          e-Media hereby assigns all rights, title, and interests to Moore which
          e-Media has, may have, or may hereafter have, if any, in and to the
          Primary Domain Name and Secondary Domain Names. e-Media shall
          promptly, upon Moore's request, execute any documents and submit any
          documents to Network Solutions, Inc. and/or other agency which are
          necessary to give full force and effect to the foregoing assignment.

     10.8 No Infringement. In performing services under this Agreement, each
          ---------------
          party agrees not to design, develop, or provide any items that
          infringes one or more patents, copyrights, trademarks, or other
          Intellectual Property Rights, privacy or other rights of any person or
          entity. If a party becomes aware of any such possible infringement in
          the course of performing any work hereunder, that party shall
          immediately so notify the other party in writing.

     10.9 Additional Insured. Moore shall, at Moore's cost, cause e-Media to be
          ------------------
          named as an additional insured under Moore's product liability
          insurance policy.

11.  INDEMNIFICATION

     11.1 Indemnification. Each party hereto (an "Indemnifying Party") shall
          ---------------                         ------------------
          indemnify and hold harmless the other party hereto, and its employees,
          officers, directors, controlling persons and affiliates (each an
          "Indemnified Party") for, and shall pay to Indemnified Parties the
           -----------------
          amount of any loss, liability, damage, diminution of value (but, not
          in the aggregate, in excess of the sum of the Fees paid by Moore to
          e-Media under this Agreement) and expenses (including costs of
          investigation and defense and reasonable attorneys' fees), whether or
          not involving a third-party claim (collectively, "Damages"), arising,
                                                            -------
          directly or indirectly, from or in connection with: (a) any breach by
          the Indemnifying Party of any representation or warranty made by said
          Party in this Agreement, and (b) any breach by the Indemnifying Party
          of any covenant or obligation of said Party in this Agreement. The
          remedies provided in this Section will not be exclusive of or limit
          any other remedies that may be available to an Indemnified Party.
<PAGE>

     11.2 Procedure for Indemnification - Third Party Claims. Promptly after
          --------------------------------------------------
          receipt of notice by an Indemnified Party of any claim against it
          which, if valid, would entitle it to indemnification under Section
          11.1, said Party, if it desires such indemnification, shall give
          prompt notice to the Indemnifying Party of such claim, but the failure
          to notify the Indemnifying Party will not relieve the Indemnifying
          Party of any liability that it may have to the Indemnified Party,
          except to the extent that the defense of such claim is prejudiced by
          the Indemnified Party's failure to give such prompt notice. Unless the
          Indemnifying Party (a) is also a party to such claim and the
          Indemnified Party determines in good faith that joint representation
          would be inappropriate or (b) fails to provide reasonable assurance to
          the Indemnified Party of its financial capacity to defend such claim
          and provide indemnification with respect to such claim, it will be
          entitled to participate in the defense of such claim and to the extent
          that it wishes to assume the defense of such claim with counsel
          reasonably satisfactory to the Indemnified Party and, after notice
          from the Indemnifying Party to the Indemnified Party, will not, as
          long as it diligently conducts such defense, be liable to the
          Indemnified Party under Section 11.1 for any fees of other counsel or
          any other expenses with respect to the defense of such claim, in each
          case subsequently incurred by the Indemnified Party in connection with
          the defense of such claim, other than reasonable costs of
          investigation. If the Indemnifying Party assumes the defense of a
          claim, (x) it will be conclusively established for purposes of this
          Agreement that the claim is within the scope of and subject to
          indemnification; (y) no compromise or settlement of such claims may be
          effected by the Indemnifying Party without the Indemnified party's
          consent unless (i) there is no finding or admission of any violation
          of law or any violation of the rights of any person and no effect on
          any other claims that may be made against the Indemnified Party, (ii)
          the sole relief provided is monetary damages that are paid in full by
          the Indemnifying Party and (iii) the Indemnified Party will have no
          liability with respect to any compromise or settlement of such claims
          effected without its consent. If notice is given to an Indemnifying
          Party of a claim and the Indemnifying Party does not, within ten (10)
          days after the Indemnified Party's notice is given, give notice to the
          Indemnified Party of its election to assume the defense of such claim,
          the Indemnifying Party will be bound by any determination of such
          claim, or any compromise or settlement effected by the Indemnified
          Party. Notwithstanding the foregoing, if an Indemnified Party
          determines in good faith that there is a reasonable probability that a
          claim for which it would be entitled to indemnification under this
          Agreement may adversely affect it or its affiliates other than as a
          result of monetary damages, the Indemnified Party may, by notice to
          the Indemnifying Party, assume the exclusive right to defend,
          compromise, or settle such claim, but the Indemnifying Party will not
          be bound by any
<PAGE>

          determination of so defended or any compromise or settlement effected
          without its consent (which may not be unreasonably withheld). Each
          Indemnifying Party hereby consents to the non-exclusive jurisdiction
          of any court in which a claim is brought against any Indemnified Party
          for purposes of any claim that an Indemnified Party may have under
          this Agreement with respect to such claim or other matters alleged
          therein.

     11.3 Procedure for Indemnification - Other Claims. A claim for
          --------------------------------------------
          indemnification for any matter not involving a third-party claim may
          be asserted by notice to the Indemnifying Party.

12.  CONFIDENTIALITY; NON-COMPETITION; ETC.

     12.1 Confidentiality. e-Media shall treat this project as confidential in
          ---------------
          accordance with Section 12.3 below. e-Media may not issue any
          advertising, marketing material, or press release that refers to
          e-Media's work for Moore unless Moore has previously approved the
          material in writing, which approval shall not be unreasonably
          withheld. If e-Media receives inquiries regarding e-Media's work for
          Moore after Launch, e-Media may, without disclosing any Moore
          Confidential Information, respond to such inquiries with respect to
          the work that e-Media conducted for Moore and any technical questions
          relating to Website, but shall also use commercially reasonable
          efforts to refer all such inquiries to Moore. In no event shall
          e-Media comment on Moore's philosophies, motivations, goals, or the
          like in constructing a Website, on items or ideas that Moore may have
          decided not to include in its Website, or on disagreements or
          difficulties (if any should arise) between e-Media and Moore or
          between Moore and others in connection with this Agreement or the
          construction of Website.

     12.2 Non-Competition. e-Media shall not, for a period equal to the greater
          ---------------
          of (i) one (1) year after the Launch Acceptance Date, and (ii) the
          term of the Hosting Agreement and any renewals or extensions thereof,
          but in no event more than three (3) years, develop or host an
          e-commerce Website (i) for any entity or person specified in Exhibit
          J, or (ii) for any business or unit of a business which (except for an
          incidental portion of its business competitive with a business of
          Moore) is a distributor of medical or surgical supplies.

     12.3 "Look and Feel". e-Media shall not design or host a Website for one of
           -------------
          its other clients that "looks and feels" materially like Website. Such
          "look and feel" shall be measured by reference to points (referred to
          below) the following elements as same exist on the Website as of the
          date of Launch: (a) the use of similar logos or graphics or similar
          sizing and placement of logos or graphics (5 points); (b) the use of a
          similar organization scheme for the entire Website or for any
          particular page or section thereof (30
<PAGE>

          points); (c) the use of the same type face for the customer's logo (5
          points); (d) the organization of the site into sections similar to
          those on Website (30 points); (e) the use of a "button bar" that is
          substantially similar to Moore's "button bar" (15 points); (f) the use
          of descriptive text similar to or organized similar to that of Moore
          (10 points); and (g) the use of the same or substantially similar
          links or graphics to convey information (5 points). A website designed
          or hosted by e-Media shall be deemed to "look and feel" materially
          like the Website if 50 or more of such points are present.
          Notwithstanding anything to the contrary contained herein, nothing
          herein shall constitute a transfer or license by Moore to e-Media of
          any proprietary right that it may have.

     12.4 Confidential Information. Each party shall hold the other party's
          ------------------------
          Confidential Information in confidence and shall not disclose or use
          it for any purpose other than as necessary to perform it obligations
          under this Agreement.

     12.5 Joinder, at e-Media's Option, Against e-Media's Employee's for Breach
          ---------------------------------------------------------------------
          of Personnel Agreement. If Moore seeks to enforce a Personnel
          ----------------------
          Agreement against an employee of e-Media, it shall (i) where
          reasonable and practicable, provide e-Media an opportunity to join in
          the action, at its expense, and (ii) at e-Media's written request,
          forego the recovery of monetary damages from the employee if e-Media
          indemnifies Moore for the amount thereof on terms reasonably
          satisfactory to Moore and establishes to Moore's reasonable
          satisfaction the adequacy of its financial resources for such
          indemnification.

     12.6 Non-Solicitation of Employees. Each party acknowledges that the other
          -----------------------------
          party's employees are uniquely qualified for their jobs, and that the
          identity of the other party's employees is Confidential Information.
          Therefore, each party represents and warrants that it has not and
          agrees that it will not for a period until the earlier of (i) February
          28, 2001, or (ii) one (1) year after the Launch Acceptance Date,
          solicit the employment of any of the other party's employees.

13.  TERMINATION

     13.1 Termination for Breach. Either party may terminate its obligations
          ----------------------
          under the Development Agreement upon thirty (30) days written notice
          if the other party materially breaches any of the terms of the
          Development Agreement, provided, however, that its obligations will
          not terminate if the non-terminating party cures the breach (including
          by compensating the terminating party for its Damages, if any,
          resulting from the breach) within the thirty (30) day notice period.
<PAGE>

     13.2 Treatment of License of e-Media-Licensed Works in Bankruptcy. All
          ------------------------------------------------------------
          rights and licenses granted under or pursuant to this Agreement by
          e-Media to Moore are, and shall be deemed to be, for the purposes of
          Section 365(n) of the Bankruptcy Code, licenses of rights to
          "intellectual property" as defined under Section 101(56) of the
          Bankruptcy Code. The parties agree that Moore, as licensee of such
          rights under this Agreement, shall retain and may fully exercise all
          of its rights and elections under the Bankruptcy Code. The parties
          further agree that in the event of the commencement of a bankruptcy
          proceeding by or against e-Media under the Bankruptcy Code, other than
          by Moore individually or with the cooperation of third parties and
          which is not dismissed within sixty (60) days following the date of
          commencement and for which a trustee is appointed (except as otherwise
          provided in the Source Code Escrow Agreement), Moore shall be entitled
          to a complete duplicate of (or complete access to, as appropriate) any
          such intellectual property and embodiments of such intellectual
          property, and such, if not already in its possession, shall be
          promptly delivered to Moore (i) upon the expiration of the sixty (60)
          day period described above upon written request therefor by Moore,
          unless e-Media (as debtor-in-possession) or its trustee-in-bankruptcy
          elects to continue to perform all of its obligations under this
          Agreement, or (ii) upon the rejection of this Agreement by or on
          behalf of e-Media upon written request therefor by Moore, provided
          that in any such event Moore's exploitation of the intellectual
          property shall be limited to the use of same in connection with the
          Website and for its internal use, including the creation of derivative
          works solely for internal purposes, and to edit and produce Content
          for use on the Website only and not for any other use or purpose,
          including without limitation commercial or public use, and, other than
          as specifically provided herein, shall not encompass the production of
          derivative works, the sale, resale, license or sublicensing of any or
          all of such intellectual property.

     13.3 Return of Confidential Information Upon Termination. Upon termination
          ---------------------------------------------------
          by a party of its obligations under this Agreement, the other party
          shall promptly return to the terminating party all copies of the other
          party's Confidential Information other than Confidential Information
          included in the Work Product theretofore delivered to Moore and paid
          for.

14.  GENERAL PROVISIONS

     14.1 Independent Contractors. The parties to this Agreement are independent
          -----------------------
          contractors, and no agency, partnership, joint venture or
          employee-employer relationship is intended or created by this
          Agreement. Neither party shall have the power to obligate or bind the
          other party. Personnel supplied by e-Media shall work exclusively for
          e-Media and shall not, for
<PAGE>

          any purpose, be considered employees or agents of Moore. e-Media shall
          be solely responsible for their supervision, direction and control,
          compensation, benefits and taxes.

     14.2 Force Majeure. Neither party shall be deemed in default of the
          -------------
          Development Agreement to the extent that performance of its
          obligations or attempts to cure any breach are delayed, restricted or
          prevented by reason of any act of God, fire, natural disaster, act of
          government, strikes or labor disputes, inability to provide raw
          materials, power or supplies, or any other similar act or condition
          beyond the reasonable control of the parties, provided that the party
          so affected uses its best efforts to avoid and remove the causes of
          nonperformance and continues performance hereunder immediately after
          those causes are removed. Upon such circumstances arising, the date of
          Launch shall be extended for a period equal to the duration of such
          circumstances (in no event to exceed a cumulative period of 30 days),
          and the parties shall meet forthwith to discuss what, if any, other
          modification may be required to the terms of the Development
          Agreement, in order to reach a resolution. In the event that any act
          or acts of force majeure prevent either party from carrying out its
          obligations under the Development Agreement for a cumulative period of
          more than 30 days, the other party may terminate its obligations under
          the Development Agreement upon 10 days written notice. Such
          termination shall not discharge any liability or obligation incurred
          hereunder prior to termination.

     14.3 Governing Law. This Agreement shall be governed and construed in all
          -------------
          respects with the state laws of the State of Connecticut as they apply
          to a contract entered into and performed within the State, without
          giving effect to principles of conflicts of laws.

     14.4 Compliance With Laws. e-Media shall ensure that its Website design
          --------------------
          services will comply with all applicable international, national and
          local laws and regulations.

     14.5 Partial Invalidity. Should any provision of this Agreement be held to
          ------------------
          be void, invalid or inoperative, the remaining provisions of this
          Agreement shall not be affected and shall continue in effect and the
          invalid provision shall be deemed modified to the least degree
          necessary to remedy such invalidity.

     14.6 Headings. Headings used in this Agreement are for reference purposes
          --------
          only and in no way define, limit, construe or describe the scope or
          extent of such section or in any way affect this Agreement.
<PAGE>

     14.7 Time of the Essence for Launch. e-Media shall perform the services,
          ------------------------------
          and shall otherwise design, develop, test, deliver, implement,
          operate, maintain and update the Website and any Work Product, in
          compliance with the Specifications. Time is of the essence with
          respect to the Launch occurring by no later than March 15, 2000,
          provided, however, that if e-Media is prevented in effecting the
          Launch by said date by reason of Moore's failure to make any delivery
          required to be made by it to e-Media hereunder or to reasonably
          cooperate with e-Media and e-Media promptly advises Moore in writing
          that such failure will delay the Launch, said date shall be extended
          by the number of days of such failure and such additional time as may
          be reasonably required to reschedule in light of all of e-Media's
          commitments and obligations, but not more, in the aggregate, than two
          extension days for each day of Moore delay.

     14.8 Notice. Any notice provided pursuant to this Agreement, if specified
          ------
          to be in writing, shall be in writing and shall be deemed given (i) if
          by hand delivery, upon receipt thereof, (ii) if by mail, three (3)
          business days after deposit in the United States mails, postage
          prepaid, certified mail, return receipt requested, (ii) if by
          facsimile transmission, upon electronic confirmation thereof, or (iv)
          if by next day delivery service, upon such delivery. All notices shall
          be addressed as follows (or such other address as either party may in
          the future specify in writing to the other):

          In the case of e-Media:
          ----------------------

          e-Media, L.L.C.
          199 Elm St.
          New Canaan, CT 06840
          Attention: Albert F. Barber, Chief Operating Officer
          Fax:  203-966-6042
          e-mail: abarber@e-media.com
                  -------------------

          with a copy to:

          e-Media, L.L.C.
          199 Elm St.
          New Canaan, CT 06840
          Attention: Eric J. Dale, General Counsel
          Fax:  203-966-6042
          e-mail: edale@e-media.com

          In the case of Moore:
          --------------------

          Moore Medical Corp.
          389 John Downey Drive
<PAGE>

           New Britain, CT  06050
           Attention: Peter Hood, Senior Vice President - Information Systems
           Fax: 860-826-3601
           e-mail: phood@mooremedical.com
                   ----------------------

           with a copy to:

           Joseph Greenberger, Esq.
           1370 Avenue of the Americas
           New York, NY 10019
           Fax: 212-757-4053 and 212-496-8324
           e-mail: grnbrgr@flash.net
                   -----------------

     14.9  Neutral Construction. The parties to this Agreement agree that this
           --------------------
           Agreement was negotiated fairly between them at arm's length and that
           the final terms of this Agreement are the product of the parties'
           negotiations. Each party warrants and represents that it has sought
           and received legal counsel of its own choosing with regard to the
           contents of this Agreement and the rights and obligations affected
           hereby. The parties agree that this Agreement shall be deemed to have
           been jointly and equally drafted by them, and that the provisions of
           this Agreement therefore should not be construed against a party on
           the grounds it drafted, or was more responsible for drafting, it.

     14.10 No Waiver. The failure of either party to partially or fully exercise
           ---------
           any right or the waiver by either party of any breach, shall not
           prevent a subsequent exercise of such right or be deemed a waiver of
           any subsequent breach of the same or any other term of this
           Agreement.

     14.11 Arbitration. Any dispute arising under or relating to this Agreement
           -----------
           shall, at the request of either party, be submitted to binding
           arbitration administered by, and pursuant to the rules of, the
           American Arbitration Association held in Hartford, Connecticut, with
           all costs of the arbitration to be paid by the non-predominately
           prevailing party, and shared equally until such party is determined.
           The arbitrator may award injunctive relief or any substantive or
           procedural relief or direction available from a judge in an action,
           in law or equity. Prior to the appointment of an arbitrator, either
           party shall be entitled, in circumstances considered appropriate by a
           court of competent jurisdiction, to court-ordered injunctive relief;
           however, once an arbitrator is appointed, he/she shall have the power
           to modify or terminate any such court-ordered injunctive relief. Each
           party waives the posting of bond or security by the other party in
           connection with its seeking or obtaining injunctive relief. Judgment
           upon any arbitration award may be entered in any court having
           jurisdiction. All expenses (including reasonable attorneys',
           investigatory and experts' fees
<PAGE>

           and disbursements) incurred by the predominately prevailing party in
           connection with the arbitration and the enforcement of the
           arbitration award shall be paid by the non-predominately prevailing
           party.

     14.12 Entire Agreement. Each party to this Agreement acknowledges that this
           ----------------
           Agreement constitutes the entire Agreement of the parties with regard
           to the subject matters addressed in this Agreement, that this
           Agreement supersedes all prior or contemporaneous agreements,
           discussions, or representations, whether oral or written, with
           respect to the subject matter of this Agreement, and that this
           Agreement cannot be varied, amended, changed, waived, or discharged
           except by a writing signed by all parties hereto. Each party to this
           Agreement further acknowledges that no promises, representations,
           inducements, agreements, or warranties, other than those set forth
           herein, have been made to induce the execution of this Agreement by
           said party, and each party acknowledges that it has not executed this
           Agreement in reliance on any promise, representation, inducement, or
           warranty not contained herein.

     14.13 Insurance. e-Media shall, throughout the performance of its services
           ---------
           pursuant to this Agreement, maintain at its sole cost and expense:
           Comprehensive general liability insurance and broad form contractual
           insurance (including automobile liability insurance and broad form
           contractual coverage) with minimum limits of $1,000,000 combined
           single limit per occurrence, protecting e-Media and Moore from claims
           for loss or damage to property or loss, damage or liability for
           injury or death to persons occurring from any cause whatsoever that
           may arise from or in connection with the performance of e-Media's
           services under this Agreement or from or out of any negligent act of
           omission of e-Media, its officers, directors and employees; and
           worker`s compensation insurance as required by applicable law.
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement as
of the date first written above.

e-Media, L.L.C.                                     Moore Medical Corp.

By:    /s/  John Engel                              By:    /s/ Linda M. Autore
Title: President                                    Title: President and CEO

*
1/21/2000 - Each party's execution and delivery of this may be withdrawn by it
if in its judgment exhibits wholly satisfactory to it are not exchanged and
attached by 1/28/2000. Changes marked to pages 1,3,5,7,11,12,15,18,20,23,29 and
per note on page 30 are incorporated.

Exhibit A - Specifications

Exhibit B - [omitted]

Exhibit C - [omitted]

Exhibit D - Form of Retainer Agreement

Exhibit E - Form of Source Code Escrow Agreement

Exhibit F - [omitted]

Exhibit G - Project Liaisons

Exhibit H - [omitted]

Exhibit I - [omitted]

Exhibit J - Entities and Persons for Whom e-Media May Not Develop a Website

Exhibit K - Hosting Services:  Technical Services

Exhibit L - Combined Network Architecture and e-Media Server Specifications

Exhibit M - Moore Representatives

Exhibit N - Service Response Times

Exhibit O - Escrow Agreement