<PAGE>   1
                                                                    Exhibit 10.2

THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 1, 3, 6, 7, 15, AND 16 HAS BEEN
REPLACED WITH ASTERISKS.


                      IPNI / SEARLE 2000 ROLL-OUT AGREEMENT

This Agreement is made and entered into on this 20th day of January, 2000, by
and between i Physician Net, Inc, a Delaware corporation (hereinafter referred
to as "IPNI") with offices located at 8777 North Gainey Center Drive, Suite 285,
Scottsdale, Arizona 85258 and G. D. Searle & Co., a Delaware corporation,
located at 5200 Old Orchard Road, Skokie, Illinois 60077 (hereinafter referred
to as "Searle").

         WHEREAS, IPNI has developed and is engaged in the business of
establishing, installing and maintaining a network of personal videoconferencing
devices at select physician's offices.

         WHEREAS, Searle desires to use the IPNI System (hereinafter defined)
and participate in the roll out of the Network (hereinafter defined).

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:

1.       Term. The term of this Agreement shall begin as of January 1, 2000 and
         remain in effect until December 31, 2000, unless earlier terminated as
         provided herein.

2.       Definitions.

         2.1      "IPNI System" means the IPNI personal video conferencing
                  system as described in Exhibit 2.1. The IPNI System is
                  intended to facilitate videoconferencing and other
                  communications between pharmaceutical companies and qualified
                  physicians.

         2.2      "Category" means one of two prescriber categories, either
                  Sleep or Arthritis.

         2.3      "Categories" means both prescriber categories, Sleep and
                  Arthritis.

         2.4      "Network" means a private computer network environment which
                  allows selected users who have been given authority to access
                  and use such Network to communicate with and transmit data to
                  each other.

         2.5      "Qualified Installed Physician" means a physician **** who (i)
                  is classified as **** (ii) has received the necessary training
                  and equipment in order to access and use the IPNI System;
                  (iii) has agreed to participate in the IPNI System and in the
                  collection of data for the Network; and (iv) participates in
                  calls with Searle.

         2.6      "Services" means IPNI System Services, Network Services and
                  any other service provided by IPNI pursuant to this Agreement.

         2.7      "Volume Decile Ranking" means the method by which Searle ranks
                  and classifies ****. Such ranking will be provided to IPNI by
                  Searle.


<PAGE>   2
IPNI Roll-out Agreement
February 1, 2000
Page 2

         2.8      "Roll out Schedule" means the anticipated schedule, including
                  the number, frequency and anticipated month of installation of
                  Qualified Installed Physicians by IPNI on the IPNI System
                  during the term of this Agreement. The anticipated Roll-out
                  Schedule is attached as Exhibit 2.8.

         2.9      "Monthly Potential Physician Calls" means the number of
                  Qualified Installed Physicians x one (1) potential call per
                  Qualified Installed Physician per month.

         2.10     "Qualified Calls" means each unique monthly call to Searle per
                  Qualified Installed Physician, of longer than sixty (60)
                  seconds in duration. No more than two (2) calls from the same
                  Qualified Installed Physician within the same month will be
                  counted, nor will any calls from a Qualified Installed
                  Physician be counted when a Searle flag is set and notice is
                  given that Searle will not be receiving calls on a given day,
                  or if the call is placed to Searle at any time other than
                  Searle's hours of operation. However, up to one call per month
                  per Qualified Installed Physician will count, if that call is
                  during normally published hours and fails due to Searle's not
                  answering said call. In addition, IPNI "test" calls and calls
                  that are unable to connect due to technical problems are
                  excluded.

         2.11     "Monthly Call Volume Percentage" means the number of Qualified
                  Calls divided by the number of Qualified Installed Physicians
                  in the given month.

         2.12     "Pilot Physicians" means any physician installed by IPNI
                  during the Pilot Program in 1998, or physicians installed by
                  IPNI during the period of January, 1999 through June, 1999,
                  which were installed to replace inactive physicians.

         2.13     "Pilot Program" means the program that was initiated pursuant
                  to the agreement entered into between IPNI and Searle, dated
                  August 20, 1997.

3.       The Project. As of the date hereof, IPNI has established the IPNI
         System, which allows selected users to participate in video
         conferencing. The IPNI System and the Network will allow Qualified
         Installed Physicians to communicate with Searle regarding Searle
         products and detailed sales aids, and allow Qualified Installed
         Physicians to access information provided by Searle on various computer
         screens. The Network will allow IPNI to collect and acquire data from
         the Qualified Installed Physicians activities on the IPNI System.


4.       IPNI System. IPNI shall provide the following IPNI System Services:


<PAGE>   3
* Confidential information has been omitted and filed separately with the
  Securities and Exchange Commission pursuant to a confidential treatment
  request.

IPNI Roll-out Agreement
February 1, 2000
Page 3

         4.1      Recruitment of Physicians. IPNI agrees to recruit Qualified
                  Installed Physicians for participation in the Project in
                  accordance with the Roll-out Schedule in Exhibit 2.8. IPNI
                  agrees to recruit Searle targeted physicians, such that ****
                  of all recruited physicians are **** of all recruited
                  physicians are ****. IPNI agrees to provide Searle with all
                  necessary information regarding the recruited physicians to
                  allow Searle to verify and confirm the decile ranking of the
                  recruited physicians. For purposes of this Agreement, Pilot
                  Physicians shall be considered Decile 1-5, Qualified Installed
                  Physicians. In no event shall the total number of Pilot
                  Physicians exceed 250.

         4.2      Equipment/Training of Qualified Installed Physicians. IPNI
                  will be responsible for all recruiting, installations and
                  promotions of the IPNI System in the offices of the Qualified
                  Installed Physicians. IPNI is responsible, at its cost, for
                  all training, including initial and follow-up training, of
                  Qualified Installed Physicians on the use of the IPNI System.
                  IPNI agrees to provide any necessary follow-up training on a
                  periodic basis, or as requested by the Qualified Installed
                  Physician or by Searle on behalf of the Qualified Installed
                  Physician.

         4.3      Installation and Expenses. IPNI shall supply all equipment,
                  hardware and software required for the installation and
                  operation of the IPNI System for use in the head office of
                  Searle ( a list of IPNI System hardware and software is set
                  forth in Exhibit 4.3). Installations in additional office
                  locations will be subject to a one-time installation charge
                  covering labor and additional telecommunication equipment,
                  such as routers or additional servers, and any incremental
                  telecommunication charges between the head office and
                  additional site locations, payable by Searle to IPNI. With the
                  exception of such additional site charges, IPNI shall be
                  responsible for the cost of installation, maintenance and
                  service of the IPNI System, including IPNI telecommunication
                  installation. The IPNI System shall be connected at all times
                  to the IPNI installed telecommunications outlet and a
                  permanent source of electrical supply. The cost of such
                  electrical supply shall be the responsibility of Searle. IPNI
                  shall provide Searle with training materials to assist Searle
                  with the operation of the IPNI System.

                  IPNI agrees to provide Searle with sufficient IPNI Systems to
                  meet the needs of Searle's sales force and medical affairs
                  department during the term of this Agreement based on an
                  anticipated installed base of Qualified Installed Physicians,
                  per Exhibit 2.8 Roll-out Schedule.

         4.4      Non-exclusive License to IPNI System. IPNI hereby grants to
                  Searle and Searle hereby accepts, a limited, non-exclusive
                  license to use the IPNI System for real time, one-to-
<PAGE>   4
IPNI Roll-out Agreement
February 1, 2000
Page 4

                  one video calls and provision of other products and
                  promotional services through the Main Screen and Second
                  Screen.

         4.5      Main Screen/Second Screen. IPNI shall place a Main Screen and
                  a Second Screen (collectively, the "Screens") on each
                  Qualified Installed Physicians' computers. Searle shall be
                  responsible for the design of content for Searle's Second
                  Screen, and any modification or alterations thereto from time
                  to time. IPNI shall replace the material of up to 25 megabytes
                  within 5 business days of IPNI's receipt, provided that IPNI
                  shall have received at least 10 business day's notice of
                  Searle's intent to change such materials. In no event shall
                  IPNI alter or otherwise modify any Searle provided Second
                  Screen material in any respect without the prior written
                  consent of Searle.


         4.6      Physician Compliance. IPNI will make its best efforts to
                  ensure physician compliance with the terms of their contract
                  with IPNI. Specifically IPNI undertakes to monitor Qualified
                  Installed Physician usage of the IPNI System, and, in the
                  event of continuous failure to fulfill the contractual usage
                  obligations, and after the provision of a reasonable remedy
                  period not to exceed sixty (60) days, IPNI will remove such
                  non-compliant physician from the Network and replace with the
                  next physician to be installed.

         4.7      Qualified Calls. IPNI will use its best efforts to ensure that
                  each Qualified Installed Physician makes one Qualified Call
                  per month.


5.       The Network. IPNI shall provide the following Network Services:

         5.1      Establishment of the Network. As of the date hereof, IPNI has
                  established a Network which includes the components, features
                  and resources set forth in Exhibit 5.1. The Network will allow
                  IPNI to collect and acquire data from Qualified Installed
                  Physicians.

         5.2      Maintenance of the Network. IPNI shall use its best effort to
                  ensure that the Network is operational during Searle's posted
                  hours of IPNI System operation.

         5.3      Use of Network. IPNI shall grant and make available to Searle
                  full and complete access to the Network for purposes of
                  communicating and providing information to Network physicians.
                  Through the Network Searle shall have access to the Usage
                  Database. IPNI shall install or otherwise provide any and all
                  software necessary to enable Searle to access the Network.

<PAGE>   5
IPNI Roll-out Agreement
February 1, 2000
Page 5

         5.4      Searle Usage Database. IPNI shall create an electronic data
                  base containing the information specified in Exhibit 5.4
                  ("Usage Database"). The Usage Database will include the
                  information set forth in Exhibit 5.4.

                  IPNI hereby grants to Searle a non- exclusive license to use
                  the Searle Usage Database and data contained therein for any
                  purpose. IPNI shall not disclose the Searle Usage Database or
                  data contained therein to any other third party or otherwise
                  allow any third parties to view such data, unless such data is
                  viewed on an aggregated basis, such that Searle's Usage Data
                  cannot be reasonably identified as originating from Searle.
                  Notwithstanding the above, in no event shall such data mention
                  a Searle product or identify any therapeutic class.

         5.5      Usage Reports. Each month, by the fifth business day of the
                  month, IPNI shall provide Searle a report of the previous
                  monthly activity, via electronic transmission containing the
                  following information:

                  (i)      Executive Summary
                  (ii)     Call Statistics:  Rolling 12 months
                  (iii)    Call Statistics:  Current Month
                  (iv)     Face-to-Face Connections - Current Month
                  (v)      Call Attempts by Time of Doctors Calls - Current
                           Month
                  (vi)     Doctors' Call Attempts by Time of Day (Graph)
                  (vii)    Doctors' Call Attempts by Day of Week (Graph)
                  (viii)   Date of Call
                  (ix)     Time of Call ( CST or CDT)
                  (x)      Length of Call
                  (xi)     Name of Physician
                  (xii)    Physician Decile Ranking
                  (xiii)   Name of Rep
                  (xiv)    Product Detail Aids Displayed

6.       IPNI Advisory Board. IPNI agrees to grant to Searle the right to
         appoint one (1) executive to represent Searle on the IPNI Client
         Advisory Board for the duration of this Agreement. Searle agrees that
         such executive will be a Director level or above. Searle may designate
         an alternate representative at its discretion. Searle representatives
         shall attend at least seventy-five percent (75%) of the annual Client
         Advisory Board meetings. The Client Advisory Board will provide
         guidance and advice to IPNI management regarding such matters as client
         and physician relations, recruiting, hours of operation, policies and
         procedures, additional networks, system content and physician services.


<PAGE>   6
* Confidential information has been omitted and filed separately with the
  Securities and Exchange Commission pursuant to a confidential treatment
  request.

IPNI Roll-out Agreement
February 1, 2000
Page 6

7.       Searle's Obligations.

         7.1      IPNI System. Searle agrees to use its best efforts to protect
                  the IPNI System against abuse and further agrees that it will
                  adhere to such code of practice as shall be established and
                  mandated by IPNI in consultation with IPNI's Client Advisory
                  Board which shall consist of representatives from all of the
                  IPNI Client pharmaceutical companies.

         7.2      Content. Searle shall be responsible for the cost of
                  production of all detail aids and Searle Secondary screen
                  material and telecommunication costs for downloading content
                  to physician units.

         7.3      Training. Searle agrees to compensate IPNI for all reasonable
                  out-of-pocket costs related to the training of Searle's users
                  of the system by IPNI, its representatives or agents, subject
                  to receipt of Searle's prior written approval of an estimate
                  provide by IPNI, which estimates shall be within 10% of actual
                  costs. Such training costs to include reasonable training fees
                  charged by IPNI or its representatives or agents. Searle shall
                  be responsible for their representatives' travel and
                  accommodation costs. Prior to commencing any training
                  activities, IPNI shall submit a training proposal, including
                  all associated costs, for Searle's written approval.

8.       Standard of Performance. IPNI shall at all times use its best efforts
         and all due diligence in performing the Services and shall comply with
         all applicable laws and regulations. All Services shall be performed in
         accordance with generally accepted professional standards and to
         Searle's reasonable satisfaction. IPNI shall use its best efforts to
         ensure that the IPNI System and Network is operational as set forth in
         this Agreement. Furthermore, IPNI shall ensure that the Screens are
         maintained on the IPNI Systems in accordance with this Agreement.

9.       Compensation. In consideration for IPNI's performance of the Services
         and subject to paragraph 10 below, Searle will pay IPNI a monthly fee
         for each Qualified Installed Physician, based on the ****, as specified
         in the rate matrix provided in Exhibit 9.

         In addition, Searle agrees to pay IPNI for actual on-line usage and
         content downloading, at the rate of ****, for which IPNI provides
         appropriate documentation, third party billing and support of the
         charges to Searle. Partial minutes shall be prorated.

10.      Payment. An advance payment in the amount of **** ("Advance Payment")
         was made to IPNI under the previous agreement for
<PAGE>   7
* Confidential information has been omitted and filed separately with the
  Securities and Exchange Commission pursuant to a confidential treatment
  request.

IPNI Roll-out Agreement
February 1, 2000
Page 7

         these services, dated June 30, 1999. All subsequent monthly fees
         payable by Searle shall be accounted against the remaining balance of
         the Advance Payment paid to IPNI under the previous agreement. At such
         time as cumulative monthly billings shall exceed ****, Searle will
         provide payment to IPNI for any monthly billing or portion thereof that
         which exceeds the Advance Payment per the terms of this Agreement and
         subject to this Section 9.

         Within five (5) business days of the last business day of each calendar
         month, IPNI shall submit monthly invoices to Searle for its fee, based
         on the rate matrix provided in Exhibit 9. Each such invoice shall
         included detailed information regarding the qualified installed
         physicians, physician classifications, and the aggregate call volume
         percentage and shall be accompanied by any other supporting reports or
         information reasonably satisfactory to Searle, as needed to verify call
         volumes against Searle's call activity records. Each invoice will
         include a separate line item for each physician classification, as well
         as a separate line item for on-line usage charges.

         Searle shall pay IPNI within thirty (30) days after receipt of IPNI's
         invoices, provided IPNI has complied in all material respects with the
         terms of this Agreement. Searle reserves the right to withhold payment
         of any disputed portion of any invoice until resolution of such
         dispute. All IPNI records for monthly call volume shall be able to be
         reasonably reverified by Searle recording of call volume and call
         attempts.

         Invoices shall include the project number and shall be sent to: Searle,
         PO Box 5110, Chicago, Illinois 60680-5110, Attn: Rich Trio.

         IPNI agrees to keep accurate and detailed records of all system
         activity and billings related to Searle and Searle shall have the
         right, at its own expense, and upon five (5) business days notice to
         audit such records during normal business hours for the sole purpose of
         verifying the accuracy of the invoices submitted by IPNI and the
         amounts paid or payable by Searle.

11.      Confidentiality. IPNI, in connection with its performance of the
         Services, and Searle in connection with its use of the Services, may
         receive or have access to confidential materials and information of the
         other, both written and oral. All of such materials and information
         (including without limitation technical, scientific, financial,
         strategic, marketing , product information, physician lists, or Volume
         Decile Ranking information), are collectively defined as "Confidential
         Information" and constitute the exclusive property of the disclosing
         party.

         For a period of five (5) years from the date hereof, neither party will
         use (except to perform or use the Services) or disclose to third
         parties any Confidential Information without the other party's prior
         written consent. Each party shall also limit disclosure of the
         Confidential

<PAGE>   8
IPNI Roll-out Agreement
February 1, 2000
Page 8

         Information within its organization to those persons who need to know
         such information to perform or use the Services.

         The confidentiality obligations set forth above shall not apply to
         Confidential Information which:

         (a)      is or shall become public knowledge through no, fault of
                  disclosing party; or

         (b)      is already in the other's possession (as evidenced by written
                  records pre-dating receipt); or

         (c)      becomes available to the other party from another source
                  without any limitations on it.





<PAGE>   9
IPNI Roll-out Agreement
February 1, 2000
Page 9

12.      Title to Intellectual Property.

         12.1     Title to IPNI Intellectual Property. Except as set forth in
                  this Agreement, the IPNI System and the Network are
                  proprietary to IPNI and title thereto remains in IPNI. Other
                  than the rights in and to the IPNI System and the Network
                  granted hereunder, Searle shall not acquire any rights in the
                  IPNI System and the Network.

         12.2     Title to Searle Intellectual Property. The parties acknowledge
                  and agree that Searle provided Second Screen content and sales
                  detail aids and data collected from the Qualified Installed
                  Physicians relating to calls to Searle are proprietary to
                  Searle and are the exclusive property of Searle. IPNI shall
                  not acquire any rights in the Searle provided Second Screen
                  content and/or sales detail aids, including patents,
                  copyrights, trademarks, trade secrets or other intellectual
                  property rights of any sort or type embodied therein.

13.      Representations and Warranties. IPNI represents and warrants to Searle
         that:

         13.1     it owns all right, title and interest in and to the IPNI
                  System and the Network or otherwise has the right to grant the
                  license to use as set forth in this Agreement without
                  violating or infringing upon any rights of any third party and
                  without breach of any third-party license, and there is
                  currently no actual, or threatened suit by any third party
                  based on an alleged violation, infringement or breach by it.
         13.2     it has all necessary corporate power and authority to enter
                  into this Agreement, to carry out its obligations hereunder
                  and thereunder and to consummate the transactions contemplated
                  hereby and thereby.

         13.3     it has not violated any law or any governmental regulation or
                  requirement which violation has had or would reasonably be
                  expected to have a material adverse effect upon the financial
                  condition, operating results, assets operations or business
                  prospects of IPNI

         13.4     the information systems used by IPNI in performing the
                  Services, to the extent it contains, operates on or uses logic
                  or processes pertaining to date/time data, is Year 2000
                  Compliant. For purposes of this paragraph, "Year 2000
                  Compliant" means capable of accurately, correctly and
                  consistently processing date/time data (including, but not
                  limited to, accepting, calculating, comparing, sorting,
                  sequencing and returning) prior to, during and after the
                  calendar year 2000 A.D., including leap year calculations and,
                  when used in combination with other information technology,
                  will accurately accept, exchange and process date/time data
                  and will permit use of the century portion of any

<PAGE>   10
IPNI Roll-out Agreement
February 1, 2000
Page 10

                  date fields without processing, special devices or technology
                  or extra costs to Searle and without error. In addition, the
                  parties agree that any business difficulties encountered by
                  either party due to Year 2000 issues shall not be deemed to
                  constitute an event of force majeure or otherwise operate to
                  relieve such party of its obligations under this Agreement or
                  any other agreement between the parties.

14.      Indemnity. IPNI shall indemnify and hold Searle harmless from any
         liability, loss, claim, injury, damage or expense (including reasonable
         attorneys' fees and costs) incurred by Searle as a result of (a) any
         negligent or willful act or omission by IPNI or its employees, agents
         or subcontractors in the performance of the Services, (b) any breach of
         this Agreement by IPNI, (c) any failure by IPNI to disburse funds
         received from Searle to appropriate third parties, and (d) any claim of
         infringement of the patent, copyright, trademark or other intellectual
         rights of a third party as a result of IPNI's entering into this
         Agreement or performing or making any obligations, representations or
         covenants under this Agreement.

         Searle shall indemnify and hold IPNI harmless from any liability, loss,
         claim, injury, damage or expense (including reasonable attorneys' fees
         and costs) incurred by IPNI as a result of (a) any negligent or willful
         act or omission by Searle or its employees agents or subcontractors,
         (b) any breach of this Agreement by Searle, or (c) any claim of
         infringement of copyright or trademark by third parties as a result of
         IPNI' use in connection with the Services of information provided by
         Searle.

15.      Insurance. As an independent contractor, IPNI will carry policies of
         insurance sufficient to meet its obligations under this Agreement.
         Searle will provide reasonable security for the IPNI equipment
         installed in Searle facilities and will assume responsibility for loss
         or damage for such IPNI equipment as a result of Searle's acts or
         omissions.

16.      Termination of this Agreement:

         16.1.    This Agreement may be terminated by either party for cause
                  upon giving thirty (30) day written notice that includes
                  specific details of the alleged default, provided that the
                  defaulting party shall have first been given an initial sixty
                  (60) day notice to cure any default. Cause shall be defined as
                  the occurrence of any material default in the performance of
                  any covenant, agreement, term or provisions of this Agreement,

         16.2.    Searle shall have the option to terminate this Agreement on
                  July 31, 2000, without any requirement of notice, if IPNI has
                  not recruited the number of physicians specified in Exhibit
                  2.8 Roll-out Schedule by July 31, 2000.


<PAGE>   11
IPNI Roll-out Agreement
February 1, 2000
Page 11

         16.3     Either party may immediately terminate this Agreement in the
                  event the other party commences or has commenced against it
                  any proceeding in bankruptcy, insolvency or reorganization
                  pursuant to bankruptcy laws, or law of debtor's moratorium.

         16.4     In addition to any other rights it may have, Searle may
                  terminate this Agreement at any time on ninety (90) days'
                  prior written notice to IPNI for any reason. Upon such
                  termination, Searle will be liable, subject to paragraph 9,
                  for only those Services performed prior to termination and for
                  any non-cancelable commitments entered into by IPNI prior to
                  notice of termination.

         16.5     Except for claims of infringement, neither party shall be
                  liable for any special, indirect, punitive or consequential
                  damages.

17.      Return of Materials. Upon the expiration or termination of this
         Agreement or at any other time upon Searle's written request, IPNI
         shall promptly deliver to Searle all Confidential Information and any
         other materials (including preliminary outlines, notes, sketches,
         plans, unpublished memoranda, and other documents) provided by, or
         prepared for, Searle hereunder. Return of such materials shall be a
         condition to receiving any final payment due hereunder. IPNI may not
         retain copies of any such items without Searle's prior written consent.

         Upon expiration or termination of this Agreement, Searle will promptly
         make available for IPNI all of the IPNI System and other Confidential
         Information, including any copies of Confidential Information, and
         cease use of the IPNI System for any purpose.

18.      Relationship of Parties. IPNI's status hereunder shall be that of an
         independent contractor and not an agent or employee. In no event shall
         IPNI have any authority to enter into any contract or commitment in the
         name of or on behalf of Searle, and IPNI shall not hold itself out as
         having authority to do so, unless approved in writing in advance by
         Searle.

19.      Assignment. This Agreement may not be assigned, nor any right or
         obligation delegated, by IPNI without Searle's prior written consent.

20.      Notices. All notices, requests, demands or other communications (other
         than routine business communications and certain approvals and requests
         for services by SEARLE, which because of time constraints, may be made
         by telephonic or other verbal notice) pertaining to this Agreement
         shall be made by registered, airmail letter, postage prepaid, return
         receipt requested or by telecopy directed to the other party as
         directed below:

                  Party                     By Mail
                  -----                     -------

<PAGE>   12
IPNI Roll-out Agreement
February 1, 2000
Page 12

<TABLE>
<CAPTION>
<S>                                         <C>
                  to SEARLE:                5200 Old Orchard Rd.
                                            Skokie, Illinois 60077
                                            Att'n:  Aimee Berner
                                            Telecopy: (847) 581-4013

                  w/copy to:                5200 Old Orchard Road
                                            Skokie, Illinois 60077
                                            Att'n:  General Counsel
                                            Telecopy:  (847) 581-4045

                     to IPNI:               i Physician Net Inc.
                                            8777 North Gainey Center Drive, #285
                                            Scottsdale, Arizona 85258
                                            Att'n: John Benson
                                            Telecopy: (602) 368-2771
</TABLE>

         No notice by telecopy shall be valid unless confirmed by registered,
         airmail letter or overnight courier service dispatched within
         twenty-four hours after dispatch of the telecopy. Notices shall be
         deemed to be served as of the earlier of (i) receipt or (ii)
         transmission (in the case of a telecopy) provided that notice is
         confirmed as provided above. Either party may notify the other of a
         substitute address or telecopy number for notices in the manner set
         forth herein.

21.      Controlling Law. The validity, interpretation and performance of this
         Agreement and any dispute connected herewith shall be governed by and
         construed in accordance with the laws of the State of Illinois, without
         regard to its conflict of law principles.

22.      Amendment. No agent, employee or other representative of either party
         is empowered to alter any term of this Agreement, unless done in
         writing and signed by authorized representatives of both parties.

23.      Survival. All indemnification, confidentiality and warranty provisions
         contained herein shall survive the expiration or other termination of
         this Agreement.

24.      Entire Agreement. This Agreement, together with the Attachments hereto,
         contains the entire agreement of the parties with respect to the
         subject matter hereof. No representations were made or relied upon by
         either party other than those that are expressly set forth in this
         Agreement.


<PAGE>   13
IPNI Roll-out Agreement
February 1, 2000
Page 13

If acceptable, please indicate your agreement to these terms by signing and
dating both originals of this letter as indicated below.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the dates set forth below.

Very truly yours,                           AGREED AND ACCEPTED:

G.D. SEARLE & CO.                           I PHYSICIAN NET INC



By:_____________________                    By:______________________
         Joseph C. Papa
         President,                         Name: ___________________
         U.S. Operations
                                            Title:___________________

                                            Date:____________________

<PAGE>   14
IPNI Roll-out Agreement
February 1, 2000
Page 14

<TABLE>
<CAPTION>
         Exhibits

<S>      <C>
  2.1    IPNI System

  2.8    Roll out Schedule

  4.3    IPNI System hardware and software


  5.1    Network components

  5.4    Data contained in Usage Database

  9.     Rate Matrix
</TABLE>
<PAGE>   15
* Confidential information has been omitted and filed separately with the
  Securities and Exchange Commission pursuant to a confidential treatment
  request.

IPNI Roll-out Agreement
February 1, 2000
Page 15

                                   EXHIBIT 2.8
                        IPNI / SEARLE Roll-out Agreement

                               ROLL - OUT SCHEDULE



The schedule and expected number of physicians to be enrolled and activated on
the IPNI System is as follows:

<TABLE>
<CAPTION>
DATE                   TOTAL INSTALLED PHYSICIANS*
----                   ---------------------------
<S>                    <C>
JULY 31, 2000          ****
DECEMBER 31, 2000      ****
</TABLE>

* Cumulative totals for physician include two hundred fifty (250) physicians who
were enrolled in the Pilot Program.

<PAGE>   16
* Confidential information has been omitted and filed separately with the
  Securities and Exchange Commission pursuant to a confidential treatment
  request.

IPNI Roll-out Agreement
February 1, 2000
Page 16

                                    EXHIBIT 9
                        IPNI / SEARLE Roll-out Agreement


                                  FEE STRUCTURE
                                  -------------

                                      ****

<PAGE>   17
IPNI Roll-out Agreement
February 1, 2000
Page 17

                                   EXHIBIT 2.1
                        IPNI / SEARLE Roll-out Agreement


                                   IPNI SYSTEM


The IPNI System is intended to facilitate videoconferencing and other
communications between pharmaceutical companies and qualified physicians. The
IPNI System operates over the Network and PC based personal videoconferencing
devices located in the offices of select qualified primary care physicians as
defined in Exhibit 5.1 and utilizes the equipment defined in Exhibit 4.3 at the
pharmaceutical company end of the Network

The IPNI System Main Screen for physicians contains the name of participating
pharmaceutical companies and indicators to the physician that a sales
representative or medical affairs professional has attempted a call and would
like a return call from the physician. In addition, the main screen contains
access to information and services provided by IPNI to participating physicians
currently including: references such as the PDR, daily news, sports, a daily
cartoon, and Internet access.

Each participating company has a "Second Screen referred to in Paragraphs
4.5,and 11.2. The participating company may place up to seven (7) sets of
promotional, educational, or entertainment material on its Second Screen.
Finally, each participating company may also provide detail sales aids for use
during physician videoconferences. The company sales representative controls the
use of all detail sales aids.

The IPNI System collects transactional data defined in Exhibit 5.4. Such data
are aggregated to monitor overall system performance. In addition, such data are
formatted into the reports referred to in paragraph 5.5.

<PAGE>   18
IPNI Roll-out Agreement
February 1, 2000
Page 18

                                   EXHIBIT 5.4
                        IPNI / SEARLE Roll-out Agreement


                              SEARLE USAGE DATABASE
                              ---------------------

IPNI will provide to Searle a database of completed call transactional data for
each month within 15 calendar days of month end. The database will contain the
following elements:

Physician identification

Date and time of call initiation

Date and time of call completion

Duration of detail aid exposure by product


<PAGE>   19
IPNI Roll-out Agreement
February 1, 2000
Page 19

                                   EXHIBIT 4.3
                        IPNI / SEARLE Roll-out Agreement


                 IPNI SYSTEM HARDWARE AND SOFTWARE CONFIGURATION



IPNI resident configurations at the pharmaceutical company are fully detailed in
the IPNI Physical Planning Guide, which has been provided to Searle's
management. This excerpt is a supplement/overview of that guide and will under
no circumstances replace that guide, which may be modified from time to time.

THE IPNI LOCAL AREA NETWORK (LAN)
     -   The IPNI LAN is a dedicated 100Mbps Ethernet network using TCP/IP
         addressing for private networks.
     -   Stackable Hubs are used to connect the IPNI "client" workstations and
         IPNI server onto the IPNI LAN
     -   The IPNI LAN is designed to operate in a single location. If the LAN
         has to be extended to multiple locations, Routers and telecom lines may
         be required (at Searle's expense as addressed in paragraph 4.3 of this
         agreement) to interconnect the LAN segments.
     -   The IPNI LAN is a closed loop with no full-time connection to the
         Internet or any other local area networks.
     -   Authorized IPNI employees use restricted dial-up access to the LAN for
         remote maintenance.

THE IPNI SERVER CONFIGURATION INCLUDES:
     -   A commercially available file server designed to provide network
         security, database operations, and IPNI file storage for 100 client
         stations. (Additional file/application servers may be added as
         additional features are introduced.)
     -   An Un-interruptible Power Supply (UPS) protects all IPNI network
         servers.
     -   A dedicated "support" ISDN 128Kbps dial-up circuit with an ISDN modem
         is used for remote management.
     -   Software includes
              -   Operating System Software
              -   File, Print and Network Server Software (currently Microsoft
                  NT Server 4.0) is currently used as the network operating
                  system.
     -   IPNI remote management
     -   Virus detection
     -   Tape backup of the system



<PAGE>   20
IPNI Roll-out Agreement
February 1, 2000
Page 20

THE IPNI CLIENT CONFIGURATION INCLUDES:

     -   Multiple client stations (as addressed in paragraph 4.3 of this
         agreement)
     -   One station is configured as the administrative station and may have an
         attached printer.
     -   Each client station is a consumer Personal Computer with
         videoconferencing hardware added.
              -   This additional hardware consists of an internal
                  videoconference board, camera, microphone, speakers, and an
                  ISDN network terminator
     -   Each client station is provided a dedicated 128Kbps ISDN dial-up
         circuit.
     -   A dedicated support ISDN 128Kbps dial-up circuit with an ISDN modem is
         used for remote management.
     -   Software includes
              -   Operating System Software
              -   The IPNI Pharma side application.
              -   IPNI remote management which includes videoconferencing
                  software and ISDN drivers)
     -   Virus detection
     -   IPNI remote management
     -   Utilities to support detailing formats