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                                                                   EXHIBIT 10.1

                              Arthur
                              Andersen
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                              BUSINESS CONSULTING
(logo)                        STATEMENT OF WORK
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November 10, 1999

Mr. Albert Rodewald
Managing Director
md2patient
1913 21st Avenue South
Nashville, TN 37212

Dear Albert,

This Statement of Work, including any appendices, schedules, and/or attachments,
documents the understanding between Arthur Andersen LLP ("AA") and md2patient
("Client") with respect to certain services to be performed by AA related to
Information Technology Architecture Design & Implementation ("Services"). These
Services shall be provided under the provisions of this Statement of Work and
AA's Business Consulting Standard Business Terms which, together, describe our
understanding with respect to the Services.


PROJECT SCOPE AND OBJECTIVES

Client is seeking assistance to develop and implement an Information Technology
Architecture. The architecture will support the vision, principles, strategic
direction, initiatives, and objectives of the client. AA consultants will
conduct the project with assistance from third parties and client management.
The objectives of this multi-phased project are:

Phase I

  -  Identify a third party to outsource the Oracle application hosting process
     to.

  -  Act as vendor liaison through outsourcing process including
     hardware/software licensing and purchasing assistance.

  -  Implement the Oracle Web Database System.

  -  Implement three Oracle Financial Modules - G/L, A/R & Financial Analysis,
     including client training.

  -  Design, build and implement a custom web-enabled Subscription/Investor
     Management System. You have asked that this website be functional by the
     end of the calendar year 1999.

  -  Convert existing investor data into new Oracle-based format.

  -  Project management.

Phase II

  -  Design, build and implement a functioning website prototype that
     concentrates on two physician specialties - orthopedics and urology
     that are integrated with a main portal site for



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        use by physicians and also includes a functioning prototype of a custom
        physician homepage linked to the specialty pages. You have asked that we
        complete this work prior to the end of March 2000.

     -  Project management.

Phase III (Out-of-scope)

     -  Ongoing website design and implementation beyond working prototype
        developed in Phase II shall be addressed through a separate arrangement
        letter and is therefore not a part of the scope of this engagement.

     -  Project management.


AA SERVICES AND RESPONSIBILITIES

(a) Services to be provided.

     OUTSOURCING VENDOR

     -  We will develop the criteria necessary to select an outsourcing vendor.

     -  We will identify several outsourcing vendors that meet the criteria for
        selection.

     -  We will present a summary document to you comparing and contrasting the
        outsourcing vendors' products and services along with available pricing
        terms.

     -  We will help you select the vendor of choice.

     -  We will act as vendor liaison and assist you with contract negotiations.

     ORACLE DATABASE AND ORACLE FINANCIAL MODULES

     -  We will work with the selected outsourcing vendor to acquire a license
        to use Oracle Database.

     -  We will work with the selected outsourcing vendor to implement the
        Oracle Database.

     -  We will work with the selected outsourcing vendor to acquire a license
        to use Oracle Financials - G/L, A/R and Financial Analysis Modules.

     -  We will work with the selected outsourcing vendor to implement the
        Oracle Financials.

     -  We will assist you with configuring the Oracle Financials to suit your
        business.

     WEB-ENABLED SUBSCRIPTION MANAGEMENT SYSTEM

     -  We will integrate this tool with the Oracle Database structure.

     -  We will create forms that allow access to the data.

     -  We will integrate credit-card processing capabilities within the site to
        handle the purchasing of subscriptions from interested physicians.

     -  We will pre-load it with existing data currently stored in a Goldmine
        database.

     -  We will utilize our Advanced Technology Group to build and implement
        this tool working with the Experiential Design and Internet Marketing
        Unit to give the tool a nice look and feel along with good navigation
        capabilities.

     -  We will design/incorporate a new web-enabled marketing presentation to
        replace the current online PowerPoint presentation.

     FUNCTIONING PHYSICIAN WEBSITE PROTOTYPE INCLUDING CUSTOM PHYSICIAN HOMEPAGE

     -  We will design and implement a branded website prototype to be targeted
        for physician use.


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     -  We will utilize our Advanced Technology Group to build and implement
        this site working with the Experiential Design and Internet Marketing
        Unit to give the site a nice look and feel along with good navigation
        capabilities.

(b)  AA's responsibilities and role.

     -  As project managers, we will lead the engagement and deliver the
        required AA resources on a timely and effective basis.

     -  Accurate and timely communication with client team.

(c)  Acceptance criteria.

     -  We will ask you to sign-off on various stages of the project to
        indicate your acceptance to that point so that further steps may
        proceed accordingly.

(d)  Exclusions.

     -  As mentioned previously, the arrangement does not provide for work
        related to phase III or ongoing website design and implementation
        services. These will be contracted through another arrangement letter
        to be presented at a later time.


CLIENT RESPONSIBILITIES AND PROJECT ASSUMPTIONS

1.  Client Responsibilities

    In connection with AA's provision of the Services, Client will perform the
    tasks, furnish the personnel, provide the resources, or undertake the
    responsibilities specified below ("Client Responsibilities").

    -  Provide overall project direction and timely issue resolution.
    -  Provide client personnel to assist in completing the work tasks
       specified in this arrangement.
    -  Provide a part-time project sponsor overseeing the effort with
       decision-making authority as required to resolve most issues in any area
       that affects this engagement.
    -  Provide timely access to documentation/data for any current systems to
       be converted.
    -  Provide appropriate on-site workspace including offices with desks,
       chairs, phone lines (voice and data), and if necessary, access to
       client's local area network.

    To the extent that AA's deliverables include surveys, analyses, reports,
    evaluations, recommendations or other management consulting services,
    Client shall be responsible for any implementation decisions and for any
    future action with respect to the matters addressed in the deliverables.

2.  Project Assumptions

    The Services, fees and delivery schedule for this engagement are based upon
    the following assumptions, representation or information supplied by Client
    ("Assumptions").


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     -  Experiential Design and Internet Marketing Group ("EDIM")
        output/deliverables will dictate the agreed upon design for use in the
        building and implementation of the websites/tools.

     -  Client will provide necessary investor/marketing/demographic data types
        and formats to be included in the investor management tool.

     -  Client will provide accounting staff to learn and operate financial
        modules - G/L, A/R and Financial Analysis.

     AA's delivery of the Services and the fees charged are dependent on (i) the
     Client's timely and effective completion of the Client Responsibilities,
     (ii) the accuracy and completeness of the Assumptions, and (iii) timely
     decisions and approvals by Client's management. Client shall be responsible
     for any delays, additional costs, or other liabilities caused by or
     associated with any deficiencies in the Client Responsibilities and
     Assumptions.

PROJECT APPROACH, DELIVERY SCHEDULE, STAFFING

1.   Project Approach

     We will kick the project off with a one-day workshop to be held in our
     Nashville AA office on November 8th, 1999. The purpose of this workshop
     is to explore/discover what the investor or subscription portion of the
     client's website will look like and its content/functionality as well as
     ways to market it to potential physician investors. This workshop has been
     addressed in a separate arrangement letter signed by you and is the
     springboard into this engagement.

     The project will be completed in phases with Phase I including the
     identification and implementation of an outsourcing vendor to host all of
     the technology resources, implementation of the Oracle back-end and
     financial modules, and lastly the web-based subscription management tool.
     Phase I is needed to be completed by the end of the calendar year 1999.
     Every effort will be made to also have the physician homepage functionality
     ready by the end of the year.

     Phase II will begin approximately 4 weeks after we begin Phase I and will
     include the creation of functioning physician website prototype. Similar to
     the kick off described earlier, phase II will also begin with a two-day
     Discovery Gallery workshop facilitated by AA's Experiential Design and
     Internet Marketing Group. This workshop will also be addressed in a
     separate arrangement letter to be signed by you. We are tentatively
     planning to facilitate this meeting on Friday and Saturday, December 3rd
     and 4th, 1999. At the conclusion of this workshop and the delivery of the
     final report, work will begin on the design and implementation of your
     website prototype to be completed by the end of the first calendar quarter
     of the year 2000.

     Phase III which is not in the scope of this agreement shall be addressed in
     another arrangement letter that will outline AA's role as an ongoing
     provider of services to client relating to continued and perpetual
     development/maintenance services of client's website(s).

2.   Staffing

     The following individuals shall be assigned to the engagement. AA may,
     from time to time, add or re-assign personnel.


     Mark Oshnock        Engagement Partner
     Cary Serif          Engagement Advisor
     Bill Parkey         Engagement Manager

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Joe Sticca          Outsourcing Project Manager
Bill Plummer        ATG Project Manager

BUSINESS ARRANGEMENTS

See Exhibit A for Fees and Expenses.

Our Standard Business Terms are included in the attachment to this letter and
are included by reference and, therefore, are made a part of this letter of
understanding.

If you agree with the scope, terms, and conditions we have outlined, please sign
this letter where indicated below and return a copy to me.

We appreciate the opportunity to be of service to you and look forward to
working with you on this challenging project. You can be assured that it will
receive our close attention.

Very truly yours,

ARTHUR ANDERSEN LLP

By: /s/ Mark Oshnock
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   Mark Oshnock--Partner


Acknowledged and Accepted:

CLIENT

By:     /s/ Albert Rodewald
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Title:  Executive Vice President
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Date:  11/10/99
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                              Arthur
                              Andersen
------------------------------------
(LOGO)                        BUSINESS CONSULTING
                              STANDARD BUSINESS TERMS
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These Business Consulting Standard Business Terms ("Terms") shall govern the
Services provided by Arthur Andersen LLP ("AA") as set forth in the Statement
of Work executed by Client and AA to which these Terms are attached. These
Terms, together with the Statement of Work, constitute the entire understanding
and agreement between Client and AA with respect to the Services described in
the Statement of Work ("Agreement"), supersede all prior oral and written
communications, and may be amended, modified or changed (including changes in
scope or nature of the Services or fees) only in writing when signed by both
parties. If there is a conflict between these Terms and the terms of any
Statement of Work, these Terms shall govern.

SECTION 1. FEES, EXPENSES
Client shall pay AA the professional fees and the related expenses in
accordance with the Statement of Work.

SECTION 2. CLIENT RESPONSIBILITIES
As a prerequisite to AA's delivery of Services, Client shall (i) fulfill the
Client Responsibilities and ensure that all Assumptions are accurate; (ii)
provide AA with reliable, accurate and complete information, as required; (iii)
make timely decisions and obtain required management approvals; and (iv) furnish
AA personnel with a suitable office environment and adequate resources and
supplies, as needed.

SECTION 3. CONFIDENTIALITY
With respect to information supplied in connection with this Agreement and
designated by the disclosing party as confidential, the recipient agrees to:
(i) protect the confidential information in a reasonable and appropriate manner
or in accordance with applicable professional standards; (ii) use confidential
information only to perform its obligations under this Agreement, and (iii)
reproduce confidential information only as required to perform its obligations
under this Agreement. This section shall not apply to information which is (i)
publicly known, (ii) already known to the recipient, (iii) disclosed to a
third party without restriction; (iv) independently developed; or (v) disclosed
pursuant to legal requirement or order. Subject to the foregoing, AA may
disclose Client's confidential information to its subcontractors and
affiliates.

SECTION 4. DELIVERABLES
Client may, solely for its internal business purposes, use, copy, distribute
internally, and modify the deliverables described under AA Services and
Responsibilities in the Statement of Work (the "Deliverables"). Client shall
not, without AA's prior written consent, disclose to a third party, publicly
quote or make reference to the Deliverables. AA shall retain all right, title
and interest in and to: (i) the Deliverables, including but not limited to all
patent, copyright, trademark and other intellectual property rights therein;
and (ii) all methodologies, processes, techniques, ideas, concepts, trade
secrets and know-how embodied in the Deliverables or that AA may develop or
supply in connection with this Agreement (the "AA Knowledge"). Subject to the
confidentiality restrictions contained in Section 3, AA may use the
Deliverables and the AA Knowledge for any purpose.

SECTION 5. ACCEPTANCE
Client shall accept Deliverables which conform to the requirements of the
Statement of Work, or, where applicable, the acceptance test plan was
successfully completed. Client will promptly give AA notification of any
non-conformance of the Deliverables with such requirements ("Non-conformance"),
and AA shall have a reasonable period of time, based on the severity and
complexity of the Non-conformance, to correct the Non-conformance. If Client
uses the Deliverable before acceptance, fails to promptly notify AA of any
Non-conformance, or unreasonably delays the beginning of acceptance testing,
then the Deliverable shall be considered accepted by the Client.

SECTION 6. WARRANTY
(a) AA warrants that the Services shall be performed with reasonable care in a
diligent and competent manner. AA's sole obligation shall be to correct any
non-conformance with this warranty, provided that Client gives AA written
notice within thirty (30) days after the Services are performed or successful
completion of the acceptance test plan, if applicable.
(b) AA does not warrant and is not responsible for any third party products or
services. Client's sole and exclusive rights and remedies with respect to any
third party products or services, are against the third party vendor and not
against AA.
(c)  THIS SECTION 6 IS AA'S ONLY WARRANTY CONCERNING THE SERVICES AND ANY
DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU OF

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ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE, OR OTHERWISE.

SECTION 7. SCOPE OF SERVICES
(a) AA shall have no obligation to identify or correct the failure of any
computer system (including embedded systems) to function as originally intended
with respect to data, calculations and other processing relating to dates
before, on or following January 1, 2000 ("Year 2000 Problem"), or to provide
any type of Year 2000 advice or services. AA has no responsibility in
connection with (i) any inaccuracy, delay or inability to perform the Services
which results from any Year 2000 Problem, and (ii) Client's computer processing
effected by any Year 2000 Problem, (b) AA shall have no obligation to
provide any advice or services, identify any issues, or prepare any system with
respect to the Euro ("Euro Issues"). In addition, AA has no responsibility for
any inaccuracy, delay or inability to perform the Services which results from
any Euro issue.

SECTION 8. RISK ALLOCATION
(a) AA's total liability relating to this Agreement shall in no event exceed
the fees AA receives hereunder for the portion of the work giving rise to
liability, or include any special, consequential, incidental or exemplary
damages or loss (nor any lost profits, savings or business opportunity). (b) As
AA is performing the Services solely for the benefit of Client, Client will
indemnify AA, its affiliates and their partners, principals and personnel
against all costs, fees, expense, damages and liabilities (including defense
costs) associated with any third party claim, relating to or arising as a
result of the Services, Client's use of the Deliverables, or this Agreement.
(c) AA will indemnify Client against any damage or expense relating to bodily
injury or death of any person or damage to real and/or tangible personal
property incurred while AA is performing the Services and to the extent caused
by the negligent or willful acts or omissions of AA's personnel or agents in
performing the Services.
(d) The provisions of this Section 8 are intended to apply in all
circumstances, regardless of the grounds or nature of any claim asserted
(including contract, statute, any form of negligence, whether of client, AA, or
others, tort, strict liability or otherwise) and whether or not AA was advised
of the possibility of the damage or loss asserted, to the extent not contrary
to applicable law.
(e) Any action against AA must be brought within eighteen (18) months after the
cause of action arises.

SECTION 9. PERSONNEL
(a) While AA shall attempt to comply with Client's request for specific
individuals, AA shall be responsible for assigning and re-assigning its
personnel, as appropriate, to perform the Services.
(b) During the term of this Agreement, and for a period of six (6) months
following the expiration or termination thereof, neither party will actively
solicit the employment of the personnel of the other party involved directly
with providing Services hereunder.

SECTION 10. TERMINATION
(a) This Agreement may be terminated at any time (i) by the Client upon thirty
(30) days written notice to AA; or (ii) by AA in the event of a professional
conflict upon ten (10) days written notice to Client.
(b) This Agreement may be terminated by either party upon written notice in the
event the other party fails to comply with the terms of this Agreement, and the
failure continues for a period of thirty (30) days following receipt of written
notice specifying the failure.
(c) Client shall pay AA for all Services rendered and expenses incurred as of
the date of termination, and shall reimburse AA for all reasonable costs
associated with any termination.
(d) Except for matters related to confidentiality or intellectual property
rights, the parties shall first attempt to resolve any dispute or alleged
breach internally by escalating it through management and, prior to pursuing
litigation, use a mutually acceptable alternative dispute resolution process.

SECTION 11. GENERAL
(a) Neither party shall use the other party's name without the written consent
of the named party.
(b) Neither party shall be liable for any delays or failures in performance due
to circumstances beyond its reasonable control.
(c)This Agreement may not be assigned or otherwise transferred without the
prior express written consent of the other party. AA may assign this Agreement
to an affiliate of its international organization or use subcontractors to
provide Services.
(d) Any notices given pursuant to this Agreement shall be in writing, delivered
to the address set forth in the Statement of Work, and shall be considered given
when received.
(e) No term of this Agreement shall be deemed waived, and no breach of this
Agreement excused, unless the waiver or consent is in writing signed by the
party granting such waiver or consent.
(f) If any term or provision of this Agreement is determined to be illegal or
unenforceable, such term or provision shall be deemed stricken, and all other
terms and provisions shall remain in full force and effect.
(g) This Agreement does not make either party an agent or legal representative
of the other party, and does not create a partnership or joint venture. Both
parties are independent contractors and principals for their own accounts.
(h) Section 3 through 11 of these Terms shall survive the expiration or
termination of this Agreement.
(i) The laws of the State of Illinois shall govern this Agreement.

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                                   EXHIBIT A

Our fees for the scope of services described in this Statement of Work will be:

     Phase I - based upon actual time and materials at our standard rates, which
     are estimated to be in the range of * to * , plus out of pocket expenses.
     This fee range does not include the first Discovery Gallery which was
     addressed via a separate job arrangement letter provided by the EDIM group.
     A description of the work however, is included in this arrangement letter
     for continuity purposes.

     Phase II - based upon actual time and materials at our standard rates,
     which are estimated to be in the range of * to * plus out of pocket
     expenses. This fee range is wide due to the current low level of
     understanding of the business plan and will become clearer after the
     business plan is developed as well as the completion of the second
     Discovery Gallery to be held on December 3rd & 4th. This fee range does
     include the second Discovery Gallery which is in contrast to the first
     Discovery Gallery that was addressed via a separate job arrangement letter
     provided by the EDIM group.

This fee is based on Client fulfilling its responsibilities and the stated
assumptions in this Statement of Work. We will bill you * at the beginning of
the project then actual in semi-monthly periods.

Out-of-pocket expenses (including transportation, hotels, meals, etc.) will be
billed at the actual amounts incurred. Invoices are due upon presentation.
Should any invoice remain unpaid for more than 21 days, interest shall be paid
at a rate of 1.5% per month (or other appropriate amount based on the
applicable business environment). Any taxes arising out of this arrangement
other than those on our net income shall be your responsibility.

     * Confidential Treatment Requested.



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