<PAGE>

                                                                   Exhibit 10.17

                       INTERNET CONSULTING AND SOFTWARE
                              SERVICES AGREEMENT

AGREEMENT (the "Agreement") made as of November 24, 1999 (the "Effective Date")
by and between Eli Lilly and Company with offices at Lilly Corporate Center,
Indianapolis, Indiana ("Customer") and MEDICONSULT, Ltd., a Bermuda corporation,
with offices at 1330 Avenue of the Americas, New York, New York ("Developer").

WHEREAS, Customer desires to promote products and materials as proprietary to
Customer on the Internet;

WHEREAS, Developer is in the business of providing consulting and programming
services in connection with Internet marketing and desires to create and launch
a website for Customer subject to the terms and conditions set forth in this
Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
Customer and Developer (each a "Party", and collectively, the "Parties") hereby
agree as follows:

1.   SERVICES

1.1  Scope of Services. Subject to the terms and conditions of this Agreement,
     Developer shall, at no cost to Customer other than as expressly provided
     herein, timely perform the services and deliver the materials set forth or
     described in a Statement of Work attached hereto as Schedule 1 (or as a
     successive schedule), and/or as otherwise subsequently agreed to in writing
     by the parties (collectively, the "Services"), in order to create, execute,
     and sustain an Internet promotional campaign, all in accordance with the
     Specifications (as hereinafter defined.)

1.2  Specifications. The Statement of Work shall detail the design, technical
     and functional capabilities, look and feel, and other attributes of the
     Internet presence (the "Specifications"), including a web site (the
     "Customer Site"). The Specifications shall include, without limitation: (i)
     Developer's proposal to Customer, as applicable; (ii) a design for the
     Customer Site, (iii) attributes of performance which the Customer Site will
     achieve; (iv) deliverables to be provided by Developer as part of the
     Services, including, without limitation, the Customer Site and all work
     product, including all source code, created pursuant to a Statement of Work
     and/or a Work Authorization (the "Deliverables"); and (v) design,
     development, testing, delivery, implementation, maintenance and update
     schedules for the Customer Site, and any Deliverables (the "Delivery
     Schedule"). Developer represents and warrants that the Services, the
     Deliverables, and the Customer Site shall conform in all material respects
     to the Specifications.

1.3  The Customer may by notice in writing from time to time during the term of
     this Agreement modify, delete, or add to the Services for any of the
     Deliverables. At the time of any such change in the Services for a
     Deliverable, the Developer and Customer shall agree as to what cost
     adjustment, if any, will be required in the fee for such Services, as

                            "MEDICONSULT" Agreement

                                                                               1
<PAGE>

     hereafter designated, for the Deliverable to reflect that change in the
     Services. If at any time the Developer acting in good faith reasonably
     determines the instructions or directions from the Customer represent a
     change in the scope of the Services required by the Developer that would
     necessitate a change in the Services and in the fee for the Deliverable
     affected by those instructions or directions, the Developer shall so notify
     the Customer in writing and shall proceed only upon agreement between the
     Customer and the Developer as to what adjustment, if any, is required in
     the fee for the effected Deliverable to reflect those instructions or
     directions by the Customer. Should the parties not reach agreement pursuant
     to this Section 1.3, at the Customer's option, Customer may terminate this
     Agreement, or specific Statement of Work, and Customer may contract with
     other parties to perform the Services or any part thereof.

     It is possible that Developer will be asked to provide Services, which are
     not specified as Services in the Statement of Work or Scope of Services. In
     these cases, a supplemental fee will be agreed upon, in writing, prior to
     executing the project.

1.4  Work Authorization. With respect to each project assigned to the Developer
     not covered in the Statement of Work or Scope of Services, the Developer
     shall prepare a detailed estimate of the fee, including any Out-of-Pocket
     Expenses, in a format designated by the Customer which itemizes the third-
     party charges applicable to the project. The detailed estimate shall also
     include an estimate of staff time. Each project estimate shall be submitted
     to the Customer for signature approval. The Developer shall not proceed
     with any project not covered in the Schedule, on behalf of the Customer or
     incur expenses relating thereto without such approval. Following such
     approval and until otherwise notified, the Developer shall be authorized to
     proceed with such project and incur necessary expenses relating thereto.

2.   NON-DISCLOSURE

2.1  Non-Disclosure. Developer agrees that it shall not, without prior written
     consent of Customer, disclose, distribute or release to any third party, in
     any manner or medium, directly or indirectly or through its
     representatives: (i) the Customer Site, or any advertising, publicity or
     promotion materials (including, without limitation, distribution through
     the Internet) related to the Customer Site or which include the name of
     Customer or its affiliates or subsidiaries or any trademark, trade name, or
     any abbreviation, contraction, or other embodiment thereof; and (ii) any
     materials or properties owned, controlled, licensed or otherwise
     proprietary to Customer, whether or not such materials are incorporated in
     to the Customer Site, prior to the "public" release of such materials.

3.   DELIVERY AND ACCEPTANCE

3.1  Acceptance. Within thirty (30) days after receipt of each Deliverable and
     the Customer Site, or as soon as practicable thereafter, Customer will test
     and evaluate Developer's submission (the "Customer Acceptance Test"). The
     Customer Acceptance Test shall be developed by Customer and shall
     demonstrate to Customer's sole satisfaction that each Deliverable
     (including, when applicable, the Customer Site) conforms in all material

                                                                               2
<PAGE>

     respects to the Specifications. In the event that the Deliverable meets the
     Specifications, Customer shall notify Developer in writing that such
     Deliverable has passed the Customer Acceptance Test ("Customer
     Acceptance"). In the event a Deliverable fails to pass the Customer
     Acceptance Test, Customer will advise Developer in writing as to which
     aspects of the Deliverable failed. Developer shall, at no cost to Customer,
     remedy such failure and deliver the corrected Deliverable to Customer for
     review within thirty (30) days following receipt by Developer of notice of
     the failure.

3.2  Time of Essence. Developer shall perform the Services, and shall otherwise
     design, develop, test, deliver the Customer Site, promotional plan, and any
     Deliverables, in strict compliance with the Customer Site Guidelines (as
     hereinafter defined), the Delivery Schedule and any milestones contained
     therein. Time is of the essence with respect to all aspects of this
     Agreement and the subject matter hereof.

4.   CONTINUING SERVICES

4.1  Transfer of Customer Site. Upon Customer acceptance of the Customer Site,
     Developer shall transfer the Customer Site and any corresponding
     Deliverables, including original source files, to the location specified in
     writing by Customer (collectively, the "Host Server") in conformance with
     the Delivery Schedule. The Customer Site will be hosted on the Host Server
     or as otherwise specified by Customer (the "Hosting Service Provider").
     Developer shall work in conjunction with the Hosting Service Provider in
     connection with the transfer of the Customer Site to the Host Server.
     Developer shall promptly inform Customer of any known failure by the
     Hosting Service Provider to assist Developer in effecting such transfer.

4.2  Operation of the Customer Site. Developer represents and warrants that all
     Services shall be performed so that the Customer Site and any Deliverables,
     when operated on the Host Server by the Hosting Service Provider, will
     function and perform in accordance with the Specifications. Developer
     shall, at no cost to Customer or Hosting Service Provider, promptly provide
     any updates, revisions, and replacements necessary for the Customer Site to
     function and perform in accordance with the Specifications when operated on
     the Host Server by the Hosting Service Provider. Customer reserves the
     right to designate an alternative Host Server and Hosting Service Provider,
     and such designation shall not relieve Developer of its obligations under
     this Section 4.2, provided that any work completed by Developer outside of
     the Services, will be provided as "out of scope" services at the rates set
     forth on the Schedule. At no cost to Customer, Developer shall fully
     cooperate with Customer and initial Hosting Service Provider in providing
     the Services under this Agreement, including, but not limited to,
     identifying and correcting any errors in the Customer Site.

4.3  Updates to the Customer Site. Following implementation of the Customer
     Site, Developer shall perform updates to the Customer Site and any other
     updates reasonably requested by Customer within the scope of the Statement
     of Work. All such updates shall become part of the Customer Site and shall
     be governed by the terms and conditions of this Agreement.

                                                                               3
<PAGE>

4.4  Contact Person. Developer shall provide the staffing plan as specified in
     the Schedule. Developer and Customer shall each designate a principal
     contact person who shall act as a liaison between Developer and Customer
     and who shall have sufficient authority to grant or communicate the
     granting of all necessary approvals. Developer shall, upon request by
     Customer, remove any Developer employee or agent from the Developer team
     rendering the Services, and replace same with alternative qualified
     Developer personnel.

4.5  Maintenance of Customer Site. Developer shall add materials and subsections
     to the Customer Site promptly after receiving request(s) therefor from
     Customer, and such work shall be completed on a time and materials basis at
     the Out-of-Scope rate set forth on the Schedule, and pursuant to the
     process set forth in Section 1.4.

4.6  Reports. From time to time Customer may request Developer to participate
     in, and Developer will use commercially reasonable efforts to participate
     in, a periodic performance evaluation with respect to (1) Developer's
     servicing of Customer's account, (2) Developer's stewardship of the costs
     incurred by Customer for Out-of-Pocket Expenses, (3) the working
     relationship between Developer and Customer, (4) the implementation of this
     Agreement, and (5) any significant changes to the Staffing Plan detailed in
     the Project Pricing Proposal (specified in the Schedule). The form of such
     report will be mutually agreed to by the parties.

5.   COMPUTER SOFTWARE DELIVERABLES

5.1  Third Party Licenses. To the extent that any licenses are required to be
     obtained from third parties for use of software necessary to operate or
     maintain the Customer Site (not including server operating systems and core
     web server software), Developer shall obtain, at Developer's sole cost,
     such third party licenses for Customer's benefit following Customer's
     approval in writing of any associated third-party fees. Upon request by
     Customer, Developer promptly shall supply copies of all such license
     agreements to Customer.

5.2  Millennium Compliant. Developer represents and warrants that the Software
     associated with the Customer Site shall provide, among other things, the
     following functionality: (i) 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; (ii) function accurately in
     accordance with the Statement of Work without interruption before, during
     or after January 1, 2000 without any change in operations associated with
     the advent of the new century; (iii) respond to two-digit date input in a
     way that resolves any ambiguity as to century in a disclosed, defined and
     predetermined manner; and (iv) store and provide output of date information
     in ways that are unambiguous as to century.

                                                                               4
<PAGE>

6.   FEES AND PAYMENT

6.1  Initial Fees. In consideration of Developer providing the services and
     delivering the Deliverables set forth herein, Customer agrees to pay
     Developer the fees set forth in the Schedule to this Agreement.

6.2  Additional Services. In the event the parties agree to additional Services
     other than those Services set forth in the Schedule, such additional
     Services shall be detailed in a separate Schedule(s) to this Agreement
     signed by both parties. The additional Schedule(s) will specifically set
     forth the Services, Deliverables, fees and Out-of-Pocket Expenses. The fee
     will be the base hourly rate times a multiple of three (3). Customer and
     Developer shall agree on the amount of Out-of-Pocket Expenses for the
     Services. "Out-of-Pocket Expenses" shall mean all expenses reasonably and
     properly incurred by Developer in performing the Services.

6.3  Payment. Developer's invoices to Customer shall be payable within thirty
     (30) days of receipt of Lilly Accounts Payable. For all invoices paid
     within 30 days from the date of receipt, Lilly will receive a 1% discount
     off invoice amount for prompt payment. If any rebates are due to Customer
     under this Agreement, Developer will send the Cash Receipts Advice form (as
     set forth in Exhibit C to the Schedule) with the rebate check and
     appropriate documentation to:

                    Corporate Cashier Drop Code 2016
                    Eli Lilly and Company
                    Lilly Corporate Center
                    Indianapolis, Indiana 46285

6.4  Ancillary Rights. Except as set forth in Section 6.1, Developer shall have
     no right to any royalties, revenues, fees or other payments in connection
     with, or as a result of, the Services or the Customer Site, or with respect
     to products or Services promoted on or by the Customer Site. Nor shall
     Developer have any rights of attribution in connection with the Customer
     Site, which shall contain appropriate Customer proprietary rights notices,
     as directed by Customer.

7.   CUSTOMER SITE GUIDELINES

7.1  Guidelines. In addition to any requirements set forth or described in the
     Specifications, Developer and the Customer Site shall strictly adhere to
     the guidelines set forth in this Article 7 (collectively, the "Customer
     Site Guidelines").

7.2  Artistic Control. Customer shall have exclusive artistic and editorial
     control over the Customer Site, including, without limitation, integration
     of all Content, and the Design and look and feel of the Customer Site.
     Developer shall not publish, or otherwise display the Customer Site or any
     portion thereof without the prior written approval of Customer.

                                                                               5
<PAGE>

7.3  Purpose. The Customer Site and any Deliverables shall be designated to
     attract repeat user visits and promote the most current Content, assets and
     properties identified by Customer.

7.4  Limitations. The Customer Site shall not, without the prior written consent
     of Customer, contain: (i) software that is downloadable by users (other
     than HTML and other software used to format and display HTML documents or
     World Wide Web Pages, and elements embedded therein, such as sounds,
     images, and audiovisual clips, which elements Customer acknowledges will be
     downloadable by users); (ii) HTTP links to other Web sites; or (iii) the
     capability to sell products directly through the Customer Site.

8.   PROPRIETARY RIGHTS

8.1  Ownership of Content and Site. All rights, title and interest in and to the
     Content (as provided by Customer and as digitized or otherwise reformatted
     by Developer for the Customer Site, in all media now known or hereafter
     developed), the Usage Information, Confidential Information (as hereinafter
     defined), the Deliverables, the Customer Site and any trademarks, trade
     names, logos, characters and other materials provided by Customer, and the
     look and feel of the Customer Site, including, without limitation, all
     copyrights, trademarks, trade names, source code, and other proprietary
     rights inherent therein or appurtenant thereto (collectively, the "Customer
     Materials") are owned and retained exclusively by Customer.

8.2  Use of Customer Materials. Developer shall not use the Customer Materials
     or any portion thereof for any purpose other than that of fulfilling
     Developer's obligations under this Agreement. The Customer Materials and
     any portion thereof may not be used, disclosed, transmitted, transferred,
     sold, assigned, leased or otherwise disposed of, or made available for
     access by third parties, or be commercially exploited by or on behalf of
     Developer, its employees or agents, except as expressly provided in this
     Agreement.

8.3  Developer Materials. Unless otherwise indicated in the Statement of Work
     and subject to Customer's ownership of all rights, title and interest in
     and to the Customer Materials, all systems, software, programs, materials,
     techniques, algorithms and methods not in the public domain or licensed by
     Developer from any third party and rights thereto owned by Developer as of
     the Effective Date of this Agreement are and shall remain the property of
     Developer (collectively, the "Developer Materials").

8.4  Work Made for Hire. Except for the Developer Materials, all programs,
     materials, products, and modifications developed or prepared for Customer
     by Developer under this Agreement, including, without limitation, the
     Customer Materials are and shall remain the property of Customer, and all
     rights, title and interest therein shall vest in Customer and shall be
     deemed to be a "work made for hire" and made in the course of the Services
     rendered hereunder. To the extent that title to the Customer Materials does
     not, by operation of law, vest in Customer or the Customer Materials are
     not considered works made for hire, all right, title and interest therein
     are hereby irrevocably assigned to Customer. All such materials shall
     belong exclusively to Customer with Customer

                                                                               6
<PAGE>

     having the right to obtain and to hold in its own name copyrights,
     registrations or such other protection as may be appropriate to the subject
     matter, and any extensions and renewals thereof. Developer agrees to give
     Customer and any person designated by Customer any reasonable assistance
     required to perfect the rights defined in this Article 8.

8.5  License. Developer hereby grants to Customer a perpetual, non-transferable,
     non-exclusive, royalty-free license to use in the operation of the Customer
     Site, or by Customer's agent in the operation of such site, provided such
     agent is not a healthcare content portal company, the Developer Materials
     utilized in the Customer Site and to prepare derivative works thereto.

8.6  Content License. Customer hereby grants to Developer a non-exclusive, non-
     transferable, limited license, solely during the Initial Term of this
     Agreement and any Renewal Period, to use the Content solely for the benefit
     of Customer in accordance with the terms and conditions of this Agreement.
     Developer may make such copies of the Content as may be necessary to
     perform its obligations under this Agreement, including back-up copies of
     the Content.

9.   CONFIDENTIALITY

9.1  Confidentiality. Unless otherwise agreed to in writing by both parties, the
     parties shall maintain the strict confidentiality and shall not disclose to
     any third party the existence of, or terms and conditions of, this
     Agreement. In addition, Developer, in performing the Services for Customer
     hereunder, will have access to or be exposed to, directly and indirectly,
     Customer Materials, user information, data, knowledge, information about
     the marketing, product and/or business affairs of Customer, and proprietary
     and trade secret information of Customer, in oral, graphic, written,
     electronic or machine readable form (collectively, the "Customer
     Confidential Information"). Customer, in the course of this Agreement, will
     have access to or be exposed to, directly or indirectly, Developer
     Materials, data, and product and/or business affairs of Developer, and
     proprietary and trade secret information of Developer, in oral, graphic,
     written, electronic or machine readable form (collectively, the "Developer
     Confidential Information"). Neither Customer Confidential Information, nor
     Developer Confidential Information shall include information which can be
     demonstrated: (i) to have been rightfully in the possession of the
     Receiving Party (as hereafter defined) from a source other than Disclosing
     Party (as hereafter defined) prior to the time of disclosure of said
     information to Receiving Party hereunder ("Time of Receipt"); (ii) to have
     been in the public domain prior to the Time of Receipt; (iii) to have
     become part of the public domain after the Time of Receipt by a publication
     or by any other means except an unauthorized act or omission or breach of
     this Agreement on the part of Receiving Party, its employees, or agents; or
     (iv) to have been supplied to Receiving Party after the Time of Receipt
     without restriction by a third party who is under no obligation to
     Disclosing Party to maintain such information in confidence. For purposes
     of this Agreement, the Disclosing Party shall be the party disclosing
     information pursuant to this Agreement, and the Receiving Party shall be
     the party Receiving information pursuant to this Agreement.

                                                                               7
<PAGE>

9.2  While this Agreement is in effect and, except if Developer terminates this
     Agreement due to a material breach of this Agreement by Customer, for an
     additional eighteen (18) month period thereafter, Developer will not,
     without the prior written approval of Customer, accept assignments for
     providing Services involving pharmaceutical products which are competitive
     with the Customer products.

9.3  Obligations. All Confidential Information of Disclosing Party shall be held
     in strict confidence by Receiving Party and shall not be disclosed or used
     by Receiving Party without the prior written consent of Disclosing Party,
     except as provided in this Agreement, or as may be required by law pursuant
     to available confidentiality restrictions. Receiving Party shall hold
     Confidential Information in strict confidence and shall use reasonable
     efforts to provide protection for Confidential Information, including
     measures at least as strict as those Receiving Party uses to protect its
     own Confidential Information.

10.  WARRANTIES

10.1 Developer Warranties. Developer represents and warrants that: (i) all of
     the Services to be performed hereunder will be rendered using sound,
     professional practices and in a competent and professional manner by
     knowledgeable, trained and qualified personnel; (ii) the Deliverables and
     the Customer Site will appear and operate in conformance with the
     Specifications and the Customer Site Guidelines; (iii) Developer has full
     authority to enter into this Agreement; (iv) all obligations owed to third
     parties with respect to the activities contemplated to be undertaken by
     Developer pursuant to this Agreement are or will be fully satisfied by
     Developer, so that Customer will not have any obligations with respect
     thereto; (v) Developer is the owner of or otherwise has the right to use
     and distribute the Software, the Developer Materials, and other materials
     and methodologies used in connection with providing the Services hereunder;
     (vi) Developer will comply with all applicable federal, state and local
     laws in the performance of its obligations hereunder; (vii) the Software,
     the Developer Materials, and other materials and methodologies used by
     Developer in fulfilling its obligations under this Agreement (except the
     Content) shall not infringe upon any third-party copyright, trademark,
     patent, trade secret or other third-party right; (viii) the Customer Site
     shall not contain any Trojan horses, worms, viruses or other disabling
     devices; and (ix) Developer, in implementing the Customer Site, shall not
     alter the Customer Materials in any manner.

10.2 Customer Warranties. Customer represents and warrants that: (i) it has full
     authority to enter into this Agreement; (ii) all obligations owed to third
     parties with respect to the activities contemplated to be undertaken by
     Customer pursuant to this Agreement are or will be fully satisfied by
     Customer, so that Developer will not have any obligations with respect
     thereto; and (iii) Customer has provided Content for the Customer Site that
     does not infringe or violate copyright, patent, trademark, trade secret or
     other proprietary rights of any third party.

                                                                               8
<PAGE>

11.  DISCLAIMERS OF WARRANTY

     The warranties set forth in Section 1.2, 1.3, 3.2, 4.2, 4.6, 5.3, and
     Article 10 of 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,
     including, without limitation, warranties of merchantability and fitness
     for a particular purpose. Customer makes no warranties or guarantees as to
     the accuracy or completeness of any content published or made accessible on
     the customer site.

12.  INDEMNIFICATION AND INSURANCE

12.1 Developer Indemnification. Developer shall indemnify, defend, and hold
     harmless Customer, its directors, officers, employees and agents, against
     same with respect to any claim, demand, cause of action, debt or liability,
     including reasonable attorneys' fees, to the extent that the same is based
     upon a claim that: (i) if true, would constitute a breach of any of
     Developer's representations, warranties, or obligations hereunder; (ii)
     arises out of the negligence or willful misconduct of Developer; or (iii)
     any of the Developer Materials, or Services or Deliverable or the Customer
     Site or any portion thereof infringes or violates any patents, copyrights,
     trade names, trade secrets, license, or other rights of any third party.

12.2 Customer Indemnification. Customer shall indemnify, defend, and hold
     harmless Developer, its directors, officers, employees and agents, with
     respect to any claim, demand, cause of action, debt or liability, including
     reasonable attorneys' fees, to the extent that the same is based upon a
     claim that any of the Content provided by Customer infringes or violates
     any U.S. patents which have issued as of the Effective Date, copyrights,
     trade names, trade secrets, license, or other property rights of any third
     party.

12.3 Notice. In claiming any indemnification hereunder, the indemnified Party
     shall promptly provide the indemnifying Party with written notice of any
     claim which the indemnified Party believes falls within the scope of this
     Article 12. The indemnified Party may, at its own expense, assist in the
     defense if it so chooses, provided that the indemnifying Party shall
     control such defense and all negotiations relative to the settlement of any
     such claim and further provided that any settlement intended to bind the
     indemnified Party may not be entered into without the indemnified Party's
     prior written consent, which shall not be unreasonably withheld or delayed.


     Limitation of Liability. EXCEPT FOR EACH PARTY'S LIABILITIES AS SET FORTH
     IN SECTIONS 12.1, 12.2 and 12.3 OF THIS AGREEMENT, AND EXCEPT FOR GROSS
     NEGLIGENCE OR INTENTIONAL OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER
     PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS
     OF PROFITS ARISING OUT OF OR IN CONNECTION WITH THEIR RESPECTIVE
     OBLIGATIONS UNDER THIS AGREEMENT, AND WHETHER OR NOT IT HAS BEEN ADVISED OF
     THE POSSIBILITY OF SUCH DAMAGE. Except for each party's liabilities as set
     forth in

                                                                               9
<PAGE>

     12.4 Sections 12.1, 12.3 and 12.3 of this Agreement, and except for gross
     negligence or intentional or willful misconduct, any damages that either
     party if required to pay for any reason whatsoever and regardless of the
     form of action, in the aggregate, shall be limited to the amount of the
     total fees payable to Developer hereunder.

12.5 Insurance.

12.5.1  Insurance.  MCNS will at all times during the term of this Agreement
        ---------
        maintain appropriate insurance coverage with responsible carriers. MCNS
        shall provide Lilly proof of such coverage within ten (10) days of the
        execution of this Agreement.

12.5.2  Required Coverage.  MCNS shall maintain workers compensation and
        -----------------
        employers liability insurance, general liability insurance coverage that
        includes property damage and personal injury components, and errors and
        omissions liability coverage. Such insurance coverage, at a minimum,
        shall include the following types and amounts:

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

12.5.2.2  Commercial general liability insurance naming Lilly as an additional
          insured including premises and operations coverage with limits of not
          less than $5,000,000 per occurrence and $5,000,000 per incident;

12.5.2.3  Property damage liability insurance naming Lilly as an additional
          insured with limits of not less than $3,000,000 per occurrence and
          $3,000,000 per accident; and

12.5.2.4  Errors and omissions liability insurance naming Lilly as an additional
          insured with limits of not less than $5,000,000 per occurrence and
          $5,000,000 per incident.

In the event a policy required by this Agreement is canceled or reduced to a
level below the minimum liability limits prescribed hereinabove, MCNS shall give
Lilly fifteen (15) days' prior written notice of such termination or reduction.
In that event, Lilly shall have the right to terminate this Agreement if MCNS is
unable to secure the necessary coverage within thirty (30) days of such notice.

13.  TERM AND TERMINATION

13.1 Term. The initial term of this Agreement shall commence as of the Effective
     Date and shall continue for a period of one (1) year ("Initial Term").
     Thereafter the Agreement shall automatically be renewed, subject to Section
     13.2, for successive periods of one (1) year (each a "Renewal Period"),
     unless terminated by either of the Parties pursuant to the terms of this
     Agreement.

13.2 Termination. Customer may terminate this Agreement at any time, with or
     without cause by giving Developer at least thirty (30) days' prior written
     notice (the "Termination Period"), unless a separate termination provision
     is set forth in a Schedule, in which case the termination provision set
     forth in the Schedule shall control. Except as otherwise

                                                                              10
<PAGE>

     herein provided, during the Termination Period, the rights, duties, and
     responsibilities hereunder of each party shall continue in full force.
     Either Party may terminate this Agreement at any time upon written notice
     to the other Party in the event of the occurrence of one or more of the
     following events: (i) if a petition under any foreign, state, or United
     States bankruptcy act, receivership statute, or the like, as they now
     exist, or as they may be amended, is filed by the other Party; or (ii) if
     such a petition is filed by any third party, or an application for a
     receiver of the other Party is made by anyone, and such petition or
     application is not resolved favorably by such Party within sixty (60) days;
     or (iii) the other Party materially breaches any of its representations,
     warranties, obligations or agreements hereunder, and such breach, if
     capable of being cured, is not cured within thirty (3) days following
     receipt of written notice of such breach from the non-breaching Party.
     Termination under Section 13.2(iii) hereof shall be effective, at the non-
     breaching Party's option, upon the breaching Party's receipt of a notice of
     a material breach under Section 13.2(iii).

13.3 Survival. Upon expiration or termination of this Agreement, all provisions
     comprising the Parties' express warranties provided herein, in addition to
     Section 2.2, 5.1, and Articles 8 (except Section 8.7), 9, 10, 11, 12
     (except Section 12.4), 13 (except Section 13.5), and 14 shall survive.

13.4 Return of Customer Materials and Advertising. Upon expiration or
     termination of this Agreement, or upon request by Customer, Developer shall
     immediately cease using and return to Customer (or at Customer's request,
     destroy) all copies of Customer Materials, if any, in its control or
     possession, in addition to all other property belonging to and/or received
     from Customer.

13.5 Transfer of Services. Upon termination or expiration of this Agreement,
     Developer shall, at no cost to Customer, provide reasonable assistance to
     Customer and any third parties authorized by Customer in assuming
     performance of those Services necessary for continued and uninterrupted
     operation of the Customer Site.

14.  GENERAL PROVISIONS

14.1 No Agency or Joint Venture. The Parties agree and acknowledge that the
     relationship of the Parties is in the nature of an independent contractor.
     This Agreement shall not be deemed to create a partnership or joint venture
     and neither Party is the other's agent, partner, employee, or
     representative.

14.2 Force Majeure.  Neither party shall be deemed in default of this Agreement
     to the extent that performance of its obligations or attempts to cure any
     breach are delayed or prevented by reason of any act of God or any act
     beyond its reasonable control, provided that such Party gives the other
     Party written notice thereof promptly upon discovery thereof and uses its
     best efforts to cure the delay.

14.3 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

                                                                              11
<PAGE>

     continue in effect and the invalid provisions shall be deemed modified to
     the least degree necessary to remedy such invalidity.

14.4 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.

14.5 No Assignment. Developer shall not assign this Agreement or any of its
     rights or obligations under this Agreement to any other entity without the
     prior written consent of Customer.

14.6 Notices. Any notice required or permitted to be sent shall be in writing
     and shall be sent in a manner requiring a signed receipt such as
     authenticated Internet transmission, authenticated facsimile transmission,
     FedEx or like courier delivery, or if mailed, then mailed by registered or
     certified mail, return receipt requested. Notice is effective upon receipt.
     Notices shall be sent to the addresses first set forth above to the
     attention of the signatories of this Agreement.

14.7 Entire Agreement. This Agreement, including any Schedules or Exhibits
     annexed hereto, set forth the entire agreement between the Parties on this
     subject, and supersedes all prior negotiations, understandings, and
     agreements between the Parties concerning the subject matter. No Amendment
     or modification of this Agreement shall be made except by writing signed by
     the Party to be bound thereby.

14.8 Designated Suppliers.  Developer must use suppliers designated by Customer
     (Customer "Select" Suppliers) unless such suppliers are unable to supply
     the applicable supplies.

14.9 Audits. Upon reasonable advance notice, all contracts, paper,
     correspondence, copybooks, time sheets, account records, and other
     materials which relate to the fees charged by Developer pursuant to this
     Agreement (with the exception of employee salaries, which are proprietary
     and confidential), will be open to inspection, examination and audit by
     Customer or Customer's representative during Developer's normal business
     hours at Developer's place of business. In addition, Customer will have the
     right, at its expense and upon no less than five (5) working days' prior
     written notice, to perform an audit of Developer's methodology and
     processes in performing the Services, with specific emphasis on Developer's
     security and change control procedures related to its development work.
     Such audit, which may be conducted by Customer personnel under obligations
     of confidentiality or by an independent auditing firm, will not interfere
     unreasonably with Developer's business activities, and will be performed
     only when Customer has received a request from the U.S. Food and Drug
     Administration (or agency with similar regulatory authority and
     jurisdiction over Customer's business), or if Customer believes that such
     an audit is necessary in order to comply with Applicable Regulations.
     Customer will use information received during an audit solely for the
     purposes of the Agreement and will otherwise maintain the confidentiality
     of such information.

                                                                              12
<PAGE>

14.10  Governing Law. This Agreement shall be governed and interpreted in
       accordance with the laws of the State of Indiana without regard to
       principals of conflict of laws.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of
the Effective Date.

               CUSTOMER                       DEVELOPER
         ELI LILLY AND COMPANY              "MEDICONSULT"

By: /s/ Mike B. Kinney                By:  /s/ Robert Jennings
    ----------------------------           -------------------------
Name:   Mike B. Kinney                Name:    Robert Jennings
Title: Director of Procurement        Title: Chief Executive Officer

Date:___________________________      Date:_________________________

                                                                              13