Exhibit 10.1(b)

                     EMPLOYMENT AGREEMENT FOR BRIAN S. JOHN
                                 AMENDMENT NO. 2

         THIS AGREEMENT, made as of ths 5th day of February, 2004, amends the
EXECUTIVE EMPLOYMENT AGREEMENT (the "Employment Agreement") between IHealth,
Inc., a Delaware corporation (the "Company") and Brian S. John (the "Employee"),
dated April 18, 2002:

         WHEREAS, the Company and Employee wish to amend the Employment
Agreement to clarify the deferral of salaries to which the parties have agreed,
and to clarify other provisions of the Employment Agreement,

         NOW, THEREFORE, in consideration of one dollar and the mutual
agreements herein made, Section 5 of the Employment Agreement is hereby amended
by adding the following as paragraph d:

         5. Compensation and Benefits.

                           d. Accrual. Except as provided in the following
         sentence, all Employee's salary earned from April 18, 2002 through
         February 28, 2005, shall be accrued until the time described in
         subparagraph e below. Commencing March 1, 2005, or on such earlier date
         as the Company shall have generated positive cash flow from operations,
         Employee shall be entitled to current payment of salary in monthly
         installments or such other frequency as Employee and the Company's
         board of directors may agree, provided that nothing herein shall affect
         the continued deferral of salary accrued in accordance with the first
         sentence of this subparagraph d.

                           e. Payment of accrued salary. On March 1, 2005, or at
         such earlier time as the Company's assets shall exceed $500,000,
         whether from operations or investment, Employee shall be entitled to
         payment of all salaries accrued in accordance with subparagraph d
         above; provided, however, that the payment of accrued salary may be
         further deferred if the Company's board of directors determines that
         such deferral is in the Company's best interest.

         All other terms and provisions of the Employment Agreement and
Amendment no. 1 dated December 20, 2003, remain unchanged and in full force and
effect.

         WITNESS the parties' hands as of the day and year first above stated:

                                        IHealth Inc.


                                        by /s/ R. A. Miller
                                           R. A. Miller, Vice President


                                           /s/ Brian S. John
                                           Brian S. John, employee