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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, AND 2 HAS BEEN REPLACED WITH
ASTERISKS.

                                                                EXHIBIT 10.1(b)



                                  AMENDMENT #1

THIS AMENDMENT #1 ("Amendment") is made and entered into as of November 16,
1999, ("Amendment Effective Date") by and between iPHYSICIAN NET INC. f/k/a IPNI
COMMUNICATIONS CORPORATION), a Delaware corporation ("IPN"); and GLAXO WELLCOME
INC., a North Carolina corporation ("GW"); and amends and supplements, as
specifically set forth herein, that certain Services Agreement by and between
IPN and GW, dated effective as of July 1, 1999 ("Agreement").

NOW, THEREFORE, in consideration of the mutual promises and obligations of the
parties, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties, the parties hereto agree to
amend the Agreement as follows:

1. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.

2. Due to a corporate name change of IPN, all references in the Agreement to
"Vendor", "IPNI" and/or "IPNI Communications Corporation" or any variations
thereof, shall refer to the new corporate name of iPhysician Net Inc. and/or
IPN, as appropriate. Notwithstanding anything herein to the contrary, the
amendment described in this section is deemed to be effective as of the
effective date of the IPN corporate name change.

3. The first paragraph of Subsection 2(a) of the Agreement is hereby amended to
change the target numbers for enrollment and operationalization of Targeted
Physicians to use the IPN Primary Care Network System for calendar years 1999
and 2000 as follows: (a) 550 for calendar year 1999 (as opposed to 3,000 as set
forth in the Agreement) and (b) an additional **** for calendar year 2000 (as
opposed to an additional **** as set forth in the Agreement). The target
number for enrollment and operationalization of Targeted Physicians to use the
IPN Primary Care Network System for calendar year 2001 shall remain unchanged.

4. The second paragraph of Subsection 2(a) of the Agreement is hereby amended so
that GW shall have the right to modify the list of Targeted Physicians no more
frequently than once in any given calendar quarter (as opposed to no more
frequently than twice in any given calendar year).

Additionally, at the beginning of each calendar quarter during the term of the
Agreement, IPN shall be obligated to provide GW a written report specifying
IPN's proposed geographic rollout of the IPN System for at least the immediately
following calendar quarter (i.e., on or about July 1, IPN shall provide GW the
geographic areas into which IPN intends to introduce the IPN System in the
calendar quarter beginning October 1).







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

5. The first paragraph of Subsection 5(b) of the Agreement is hereby amended in
its entirety to read as follows:

         (b) Invoicing and Payment. GW shall prepay to Vendor the sum of
         **** upon the execution of this Agreement for fees to be earned
         hereunder by Vendor. Upon Vendor shall invoice GW for an additional
         **** fee prepayment no later than November 30, 1999. Vendor shall
         deduct any and all fees earned by it hereunder against such prepayment
         amounts. Notwithstanding such prepayment, Vendor shall supply GW with
         monthly invoices showing the fees earned during such month that were
         deducted from any such prepayment.

6. Except as specifically modified herein, the terms and conditions of the
Agreement are, and shall remain, in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized representatives effective as of the Amendment Effective Date first
above written.

GLAXO WELLCOME INC.                          iPHYSICIAN NET INC. (f/k/a IPNI
                                             COMMUNICATIONS CORPORATION)

By:   /s/ Lu McLeod                          By:      /s/ John W. Benson

Title:                                       Title:   President

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