EXHIBIT 10.3

                              SECOND AMENDMENT
                             TO CREDIT AGREEMENT


      This Second Amendment To Credit Agreement (the "Amendment")is entered into
this ___ day of October, 1996, by and among BARNETT BANK, N.A., a national
banking corporation ("Bank"); WHITMAN EDUCATION GROUP, INC., f/k/a Whitman
Medical Corp., a New Jersey corporation ("Borrower" or "You"); and PHILLIP
FROST, M.D., an individual, (hereinafter referred to as the "Guarantor").

      WHEREAS, the parties hereto entered into a Credit Agreement dated April
11, 1996, as amended by amendment dated August 14th, 1996 (collectively the
"Credit Agreement"), pursuant to which the Bank provided to You a Term Loan in
the principal amount of $6,000,000.00 to refinance existing obligations and a
Revolving Loan in the principal amount of $2,500,000.00 to finance working
capital and for general corporate purposes; and

      WHEREAS, the parties hereto wish to amend certain provisions of the Credit
Agreement effective as of ______________, 1996;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      1. Any capitalized terms not defined herein shall have the same meaning as
given those terms in the Credit Agreement.

      2.  Section 1. of the Credit Agreement, DEFINITIONS AND ACCOUNTING 
MATTERS, is hereby amended as follows:

                        "REVOLVER NOTE" shall mean that certain Amended,
Restated and Consolidated Renewal Revolver Note from the Borrower to the Bank in
the principal amount of $5,500,000.00, which renews and consolidates a Revolver
Note dated April 11, 1996 in the principal amount of $2,500,000 and a Revolver
Note of even date herewith in the principal amount of $3,000,000.

      3.  Section 2.1(b) of the Credit Agreement, REVOLVING LOAN, is hereby 
amended in its entirety and shall read as follows:

                        (i) PRINCIPAL. $5,500,000.00, which shall be evidenced
by a promissory note in like amount in substantially the form attached to this
Agreement (the "Amended and Restated Revolver Note").

                        (ii) INTEREST. Interest shall accrue on the Revolving
Loan from the date of the first advance until repayment in full. Interest shall
be paid monthly in arrears commencing one month from the date of the first
advance. The applicable interest rate per annum shall be selected by Borrower on
the date of each advance from the following two options.


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            PRIME RATE OPTION:
            a)    The Prime Rate, changing when and as the Prime
                  Rate changes, minus 125 basis points; or

            LIBOR RATE OPTION:
            b)    The LIBOR Rate, plus 150 basis points.

The basis for determining the interest rate with respect to any Loan may be
changed from time to time pursuant to Section 2.4(c) hereinafter.

                        (iii) PURPOSE. The proceeds of the Revolving Loan shall
be used for general corporate purposes and to finance working capital. Provided
no Event of Default has occurred and is continuing, the Borrower may borrow,
repay and reborrow up to an amount not to exceed at any time and from time to
time $5,500,000.00 until April 14, 1999.

                        (iv) REPAYMENT. The Borrower agrees to pay the principal
indebtedness evidenced by and outstanding under the Revolver Note in full on or
before April 14, 1999.

      4.  Section 2.4(a)(v) of the Credit Agreement, LIBOR RATE LOANS,is hereby 
amended and shall read as follows:

                        (v) no Interest Period for a Revolver Loan shall extend
beyond April 14, 1999, no Interest Period for the Term Loan shall extend beyond
April 14, 1999;

      5.  Section 6.5(a) of the Credit Agreement, INDEBTEDNESS, is hereby 
deleted in its entirety.

      6. Section 6.5(b) of the Credit Agreement, LIENS AND ENCUMBRANCES, is
hereby amended by deleting section (iv) thereof in its entirety.

      7.  Exhibit B to the Credit Agreement is hereby amended and substituted 
by Exhibit B attached hereto.

      8. Except as otherwise provided herein, all other terms and conditions of
the Credit Agreement are hereby restated, affirmed and incorporated by reference
in their entirety.

      9.  This Amendment shall be governed by and interpreted in accordance 
with the laws of the State of Florida.

      10. This Amendment may be executed by one or more of the parties to this
Amendment in any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.

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      11. In consideration of the amendment to the Credit Agreement contemplated
hereby, Borrower shall pay the reasonable fees and expenses of Coll Davidson
Carter Smith Salter & Barkett, P.A., Florida counsel to the Bank, incurred in
connection with the preparation of this Amendment, contemporaneously with the
execution thereof.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by the proper and duly authorized officers as of the
day and year first above written.

                                    BANK:

                                    BARNETT BANK, N.A.

                                    By:
                                       ---------------------------------------
                                    Guillermo Castillo
                                    Vice President


                                    BORROWER:

                                    WHITMAN EDUCATION GROUP, INC.


                                    By:
                                       --------------------------------------
                                    Randy S. Proto
                                    President

      GUARANTOR hereby acknowledges and agrees that the Continuing Unlimited
Guarantee, dated April 23, 1996, executed by Guarantor for the benefit of Bank,
extends to the Credit Agreement, as amended hereby, and all indebtedness now or
hereafter outstanding under the Amended, Restated and Consolidated Renewal
Revolver Note dated October ____, 1996.

                                    GUARANTOR:


                                    -----------------------------
                                    PHILLIP FROST, M.D.


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