Wells Fargo Bank Iowa,                        Second Amended and Restated Credit
National Association                          Agreement
============================================= ==================================

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement")  dated as of
March 28, 2002 (the "Effective Date") is between Wells Fargo Bank Iowa, National
Association (the "Bank") and Patient Infosystems, Inc. (the "Borrower").

BACKGROUND

The Borrower and the Bank entered into an Amended and Restated Credit Agreement,
dated as of March 28, 2001 (the "Existing Credit  Agreement')  pursuant to which
the Bank made available to the Borrower a $2,500,000 revolving line of credit.

The Borrower has asked the Bank to renew its  existing  $2,500,000.00  revolving
line  of  credit,  which  the  Borrower  uses  for  general  business  purposes.
Borrowings under the line are currently evidenced by a $2,500,000.00  promissory
note dated March 28, 2001 (the "2001Note").

The Bank is  agreeable  to meeting the  Borrower's  request,  provided  that the
Borrower  agrees to the terms and  conditions of this  Agreement.  The Revolving
Note  (defined  in  Section  1.3  below),  this  Agreement,  and  all  "Security
Documents"  described  in  Exhibit  A may  collectively  be  referred  to as the
"Documents."

In consideration of the promises contained in this Agreement, the Borrower and
the Bank agree as follows:

1.   LINE OF CREDIT

1.1  Line of Credit Amount.  During the Line Availability  Period defined below,
     the Bank agrees to provide a revolving  line of credit (the  "Line") to the
     Borrower.  Outstanding  amounts  under the Line will not,  at any one time,
     exceed TWO  MILLION  FIVE  HUNDRED  THOUSAND  DOLLARS  and  00/100  Dollars
     ($2,500,000.00).

1.2  Line  Availability  Period.  The "Line  Availability  Period" will mean the
     period of time from the date on which all conditions precedent described in
     this Agreement have been metthrough and including March 31, 2003 (the "Line
     Expiration Date").

1.3  Advances.  The Borrower's  obligation to repay advances made under the Line
     will be evidenced by a single  promissory note (the "Revolving Note") dated
     as of the  Effective  Date and in form and content  acceptable to the Bank.
     Reference is made to the  Revolving  Note for interest  rate and  repayment
     terms. The Revolving Note will replace,  but not be deemed to satisfy,  the
     2001 Note. As of March 26, 2002, the unpaid  principal  balance of the 2001
     Note is  $2,500,000.00  and  accrued  but unpaid  interest  is  $11,096.31.
     Reference is made to the  Revolving  Note for interest  rate and  repayment
     terms.

2.   EXPENSES

2.1  Origination  Fee. The Borrower shall pay to the Bank an origination  fee of
     $2,500.00,  which shall be paid at closing, and which shall be deemed to be
     earned upon payment by the Borrower.

2.2  Commitment Fee. During the Line Availability  Period the Borrower shall pay
     the Bank a  commitment  fee of 0.25% per annum on the average  daily unused
     amount of the Line.  This fee  shall be  calculated  on the basis of actual
     days elapsed in a 360 day year and paid quarterly in arrears beginning June
     30, 2002.

2.3  Documentation  Expense.  The Borrower  agrees to reimburse the Bank for its
     reasonable  expenses  relating to the  preparation of the Documents and any
     possible  future  amendments  to the  Documents,  which  reimbursement  may
     include,   but  shall  not  be  limited  to,  reimbursement  of  reasonable
     attorneys'  fees,  including  the  allocated  costs of the Bank's  in-house
     counsel.  Despite such  reimbursement  the Borrower  acknowledges  that the
     Bank's  counsel  is  engaged  solely  to  represent  the  Bank and does not
     represent the Borrower.

2.3  Collection  Expenses.  In the event the Borrower  fails to pay the Bank any
     amounts due under this Agreement or under the Documents,  the Borrower will
     pay all costs of collection, including reasonable attorneys' fees and legal
     expenses incurred by the Bank.

3.   DISBURSEMENTS AND PAYMENTS

3.1  Requests for Advances. Any Line advance permitted under this Agreement must
     be  requested  by  telephone  or in a  writing  delivered  to the  Bank (or
     transmitted via facsimile) by any person reasonably believed by the Bank to
     be an authorized  officer of the  Borrower.  The Bank will not consider any
     such  request if there is an event which is, or with notice or the lapse of
     time would be, an event of default under this  Agreement.  Proceeds will be
     deposited  into the  Borrower's  account at the Bank or  disbursed  in such
     other manner as the parties agree.

3.2  Interest Rate Option Based on LIBOR. In addition to interest rates based on
     the Base Rate Option defined in the Revolving  Note, the Borrower may elect
     to fix a rate of interest  for an agreed upon period of time and  principal
     amount  agreeable to the Bank and Borrower  based upon the margin stated in
     the  Revolving  Note and at an interest rate derived from the current LIBOR
     rate available to the Bank on national or international money markets for a
     similar time period and dollar amount.

     In order to elect the LIBOR Rate Option,  as defined in the Revolving Note,
     the Borrower  must request a quote from the Bank two days prior to funding.
     This request  must  designate  an amount (the "LIBOR Rate  Portion")  and a
     period (the "LIBOR  Interest  Period").  The LIBOR Rate  Portion must be at
     least $100,000 and the LIBOR Interest  Period will be for 30, 60 or 90 days
     or such other period to which the parties may agree.  The Bank shall not be
     obligated to provide a LIBOR rate quote if it  determines  that no deposits
     with an amount and maturity  equal to those for which a quotation  has been
     requested are available to it in the London interbank market.  The Borrower
     must orally accept a quote when received or it will be deemed rejected.  If
     accepted,  the LIBOR  Rate  Option  will  remain  in  effect  for the LIBOR
     Interest  Period  specified in the quote. At the end of each LIBOR Interest
     Period the  principal  amount  subject to the LIBOR Rate Option  shall bear
     interest at the Base Rate Option (as defined in the Revolving Note).

3.3  Payments. All principal, interest and fees due under the Documents shall be
     paid in immediately  available funds as contracted in this Agreement and no
     later than the  payment due date set forth in the  statement  mailed to the
     Borrower by the Bank.  Should a payment  come due on a day other than a day
     on which the Bank is open for substantially all of its business (a "Banking
     Day",  except as  otherwise  provided),  then the payment  shall be made no
     later than the next Banking Day. For amounts bearing  interest at the LIBOR
     Rate  (if  any) a  Banking  Day is a day on  which  the  Bank is  open  for
     substantially  all of its  business  and on which  dealings in U.S.  dollar
     deposits are carried on in the London interbank market.

4.   SECURITY

All  amounts  due under  this  Agreement  and the  Documents  will be secured as
provided in Exhibit A. The Security  Documents listed in Schedule 1 of Exhibit A
were  delivered  to the Bank  prior  to the  Effective  Date and the Bank  shall
continue to rely on the Security Documents as security for the amounts due under
this Agreement and the Documents. The Security Documents listed in Schedule 2 of
Exhibit A shall be delivered to the Bank  pursuant to Section 5, below,  and the
Bank shall also rely on such Security  Documents as security for the amounts due
under this Agreement and the Documents. The Borrower also hereby grants the Bank
a security interest  (independent of the Bank's right of set-off) in its deposit
accounts  at the  Bank  and in any  other  debt  obligations  of the Bank to the
Borrower.

5.   CONDITIONS PRECEDENT

Notwithstanding  the  execution  of  this  Agreement,  or  the  delivery  of all
Documents in  furtherance  thereof,  this Agreement and the Revolving Note shall
only become effective upon the timely  satisfaction of the following  conditions
precedent:  (a) The  Borrower  shall have  delivered  to the Bank the  documents
described in Schedule 2 of Exhibit A, properly  executed and in form and content
acceptable  to the Bank and such  documents  shall have been filed of record and
recorded  as  necessary  or  appropriate  with such  verification  of filing and
priority as may be required by the Bank.

(b)  The  Borrower  shall have paid to the Bank unpaid  interest  accrued on the
     2001 Note through March 26, 2002, in the amount of $11,096.31.

(c)  The  Borrower  shall have  reimbursed  the Bank for all  expenses and fees,
     including,  without  limitation,  attorney's fees,  incurred by the Bank in
     connection with the negotiation and preparation of the Documents.

Upon this Agreement and the Revolving Note becoming effective,  (i) the Existing
Credit Agreement and the 2001 Note shall be deemed to have been replaced by this
Agreement and the Revolving Note, respectively,  (ii) the Arbitration Agreement,
dated December 23, 1999, between the Borrower and the Bank shall be deemed to be
terminated,  and (iii) the letter agreement,  dated March 28, 2001,  between the
Bank and the Personal  Guarantor  (defined  below), a copy of which is attached,
shall be deemed to be terminated.

6.   REPRESENTATIONS AND WARRANTIES

To induce the Bank to enter into this  Agreement,  the Borrower,  to the best of
its knowledge and upon due inquiry,  makes the  representations  and  warranties
contained  in  Exhibit B. Each  request  for an  advance  under  this  Agreement
constitutes a reaffirmation of these representations and warranties.

7.   COVENANTS

Until all  amounts  due under the  Documents  are paid in full,  unless the Bank
shall otherwise agree in writing, the Borrower agrees to:

7.1  Financial Information

(a)  Annual  Financial  Statements.  Provide  the  Bank  within  120 days of the
     Borrower's  fiscal  year  end,  the  Borrower's  annual  audited  financial
     statements.

(b)  Notices.  Provide the Bank prompt written notice of (1) any event which has
     or might  after  the  passage  of time or the  giving of  notice,  or both,
     constitute an event of default under the  Documents,  or (2) any event that
     would cause the representations and warranties  contained in this Agreement
     to be untrue.

(c)  Additional Information.  Provide the Bank with such other information as it
     may  reasonably  request,  and  permit  the Bank to visit and  inspect  its
     properties and examine its books and records.

7.2  Other Covenants

(a)  Nature  of  Business.  Refrain  from  engaging  in  any  line  of  business
     materially different from that presently engaged in by the Borrower.

(b)  Books and Records.  Maintain  adequate  books and records  consistent  with
     sound business practices.

(c)  Compliance  with  Laws.  Comply  in all  material  respects  with  all laws
     applicable to its business and the ownership of its property.

(d)  Preservation  of Rights.  Maintain  and  preserve  all rights,  privileges,
     charters  and  franchises  it now  has,  excluding  sale of  assets  in the
     ordinary  course of business  and the loss of a  management  contract  with
     independent physicians.

These  covenants  were  negotiated by the Bank and Borrower based on information
provided to the Bank by the  Borrower.  A breach of a covenant is an  indication
that the risk of the transaction has increased.  As consideration for any waiver
or modification of these covenants, the Bank may require: additional collateral,
guaranties or other credit support;  higher fees or interest rates; and possible
modifications  to the Documents and the monitoring of the Agreement.  The waiver
or  modification  of any covenant that has been violated by the Borrower will be
made in the sole  discretion of the Bank.  These options do not limit the Bank's
right to exercise its rights under Section 8 of this Agreement.

8.   EVENTS OF DEFAULT AND REMEDIES

8.1  Default

Upon the occurrence of any one or more of the following events of default, or at
any time afterward  unless the default has been cured,  the Bank may declare the
Line to be terminated  and in its  discretion  accelerate and declare the unpaid
principal,  accrued  interest and all other amounts  payable under the Revolving
Note to be immediately due and payable:

(a)  Default  by the  Borrower  in the  payment  when  due of any  principal  or
     interest due under the Revolving Note and continuance for twenty (20) days.

(b)  Default by the Borrower in the observance or performance of any covenant or
     agreement contained in this Agreement, and continuance for more than twenty
     (20) days.

(c)  Default by the Borrower in the observance or performance of any covenant or
     agreement  contained  in the  Documents,  or any of  them,  excluding  this
     Agreement, after giving effect to any applicable grace period.

(d)  Default by the Borrower in an amount exceeding $100,000.00 in any agreement
     with  the  Bank  or any  other  lender  that  relates  to  indebtedness  or
     contingent  liabilities which would allow the maturity of such indebtedness
     to be accelerated.

(e)  Any  representation  or warranty  made by the  Borrower to the Bank in this
     Agreement, or in any financial statement or report submitted to the Bank by
     or on behalf of the Borrower or by or on behalf of the  Personal  Guarantor
     (defined  below) before or after the Effective Date is untrue or misleading
     in any material respect.

(f)  Any litigation or governmental  proceeding  against the Borrower seeking an
     amount  that would have a material  adverse  effect on the  Borrower or the
     Borrower's operations and which is not insured or subject to indemnity by a
     solvent  third party either 1) results in a judgment  equal to or in excess
     of that amount  against the Borrower or 2) remains  unresolved on the 270th
     day following its filing.

(g)  A garnishment,  levy or writ of attachment, or any local, state, or federal
     notice of tax lien or levy is served  upon the Bank for the  attachment  of
     property of the Borrower in the Bank's  possession or indebtedness  owed to
     the Borrower by the Bank.

(h)  John Pappajohn,  or any other person who personally guaranties indebtedness
     of the Borrower, (the "Personal Guarantor") dies or becomes insolvent or is
     the subject of a voluntary or involuntary  petition under the United States
     Bankruptcy  Code,  or the Personal  Guarantor is in default with respect to
     any  liabilities  or  indebtedness  owed to the Bank which would permit the
     Bank to accelerate his indebtedness.

(i)  The issuer of any one of the Standby L/Cs  described in Exhibit A is placed
     into  receivership  by the FDIC or  advises  the Bank  that it  intends  to
     repudiate its obligations to the Bank under the Standby L/C issued by it.

8.2  Immediate Default

(a)  On the Line Expiration Date, the Line shall  immediately  terminate and the
     unpaid  principal,  accrued  interest  and  all  other  amounts  under  the
     Revolving  Note and the Documents will become  immediately  due and payable
     without notice or demand.

(b)  If,  with or  without  the  Borrower's  consent,  a  custodian,  trustee or
     receiver  is  appointed  for  any of  the  Borrower's  properties,  or if a
     petition  is filed by or  against  the  Borrower  under the  United  States
     Bankruptcy Code, then the Line shall  immediately  terminate and the unpaid
     principal,  accrued  interest  and all  other  amounts  payable  under  the
     Revolving  Note and the Documents will become  immediately  due and payable
     without notice or demand.

9.   LIMITATION AND INDEMNIFICATION OF LIABILITY.

The Bank  shall not be liable  or  responsible  to the  Borrower,  the  Personal
Guarantor,  or any third party,  in connection  with its conduct or  performance
under  this  Agreement,  or any of the  Documents,  except  for  acts  of  gross
negligence or willful misconduct,  and the Borrower shall indemnify the Bank and
hold the Bank harmless against all claims, actions, suits,  proceedings,  costs,
expenses, losses, damages and liabilities of any kind, including tort, penalties
and interest,  whether made by the Borrower, the Personal Guarantor or any third
party,  in  connection  with any act of the Bank,  directly  or  indirectly,  in
connection  with this  Agreement,  or the  Documents,  except  for acts of gross
negligence or willful misconduct of the Bank.

     These   provisions  and  conditions   shall  survive  the  payment  of  all
obligations to the Bank.

10.  WAIVER OF CLAIMS

The Borrower does hereby release and forever  discharge the Bank,  Wells Fargo &
Company and their officers, directors,  attorneys, agents, employees, successors
and assigns from all causes of action,  suits,  claims and demands of every kind
and character, liquidated or unliquidated, fixed, contingent, direct or indirect
without limit, including any action in law or equity, which the Borrower now has
or may ever have had  against  them,  if the  circumstances  giving rise to such
causes of action,  suits,  claims and  demands  arose  prior to the date of this
Agreement.

     This Section 10 shall survive the payment of all obligations to the Bank.

11.  MISCELLANEOUS

(a)  360 Day Year.  All  interest  and fees due  under  this  Agreement  will be
     calculated on the basis of actual days elapsed in a 360 day year.

(b)  GAAP.  Except  as  otherwise  stated  in  this  Agreement,   all  financial
     information  provided to the Bank and all  calculations for compliance with
     financial  covenants  will  be made  using  generally  accepted  accounting
     principles consistently applied ("GAAP").

(c)  No  Waiver;  Cumulative  Remedies.  No  failure  or  delay  by the  Bank in
     exercising  any  rights  under this  Agreement  shall be deemed a waiver of
     those rights. The remedies provided for in the Agreement are cumulative and
     not exclusive of any remedies provided by law.

(d)  Amendments  or  Modifications.   Any  amendment  or  modification  of  this
     Agreement  must be in  writing  and  signed by the Bank and  Borrower.  Any
     waiver of any provision in this  Agreement must be in writing and signed by
     the Bank.

(e)  Binding Effect: Assignment. This Agreement and the Documents are binding on
     the  successors  and assigns of the Borrower and Bank. The Borrower may not
     assign its rights under this Agreement and the Documents without the Bank's
     prior written consent.  The Bank may sell  participations in or assign this
     Agreement and the Documents and exchange  financial  information  about the
     Borrower with actual or potential participants or assignees.

(f)  Iowa  Law.  This  Agreement  and  the  Documents  will be  governed  by the
     substantive laws of the State of Iowa. Any action to enforce the provisions
     of this  Agreement  and the  Documents  or arising  from the actions of any
     party in  connection  therewith,  shall be  brought  in the  United  States
     District  Court for the Southern  District of Iowa or in the Iowa  District
     Court in Polk County,  Iowa,  except such action as may be necessary by the
     Bank to protect,  preserve and realize its security  interest in collateral
     located in another jurisdiction.

(g)  Severability of Provisions.  If any part of this Agreement or the Documents
     are unenforceable, the rest of this Agreement or the Documents may still be
     enforced.

(h)  Integration.   This  Agreement  and  the  Documents   describe  the  entire
     understanding  and  agreement  of the  parties  and  supersedes  all  prior
     agreements  between  the  Bank and the  Borrower  relating  to each  credit
     facility subject to this Agreement, whether verbal or in writing.

(i)  The  Borrower  acknowledges  receipt  of a copy  of the  Agreement  and all
     related  documents  referenced  therein  and  executed  by the  Borrower in
     connection  with the Agreement and the  indebtedness of the Borrower to the
     Bank under the Agreement.

IMPORTANT:  READ  BEFORE  SIGNING.  THE TERMS OF THIS  AGREEMENT  SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERNS OR
ORAL  PROMISES NOT CONTAINED IN THIS WRITTEN  CONTRACT MAY BE LEGALLY  ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS  AGREEMENT ONLY BY ANOTHER  WRITTEN  AGREEMENT.
THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT  AGREEMENTS  (EXCEPT CONSUMER LOANS
OR OTHER EXEMPT  TRANSACTIONS)  NOW IN EFFECT  BETWEEN YOU AND THIS  LENDER.  BY
SIGNING BELOW THE BORROWER  HEREBY  ACKNOWLEDGES  THAT IT HAS RECEIVED COPIES OF
THIS AGREEMENT AND ALL OTHER DOCUMENTS.

Address for notices to Bank:             Address for notices to Borrower:

Wells Fargo Bank Iowa,                      Patient Infosystems, Inc.
   National Association                     46 Prince Street
666 Walnut Street, P.O. Box 837             Rochester, NY  14607
Des Moines, Iowa 50304-0837
Attention: Randall R. Stromley,             Attention: Kent Tapper
Vice President

                                            With a copy to:

                                            John Pappajohn
                                              c/o Equity Dynamics
                                            2116 Financial Center
                                            666 Walnut Street
                                            Des Moines, Iowa 50309



Wells Fargo Bank Iowa,
   National Association                      Patient infosystems, inc.



By:   /s/Randal R. Stromley                  By: /s/Kent A. Tapper
      -----------------------------------       -------------------------------
      Randall R. Stromley, Vice President   Its: Vice President

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                                    EXHIBIT A


SCHEDULE 1 TO EXHIBIT A - EXISTING SECURITY DOCUMENTS


Security Documents

Standby Letters of Credit. The following standby letters of credit (each standby
letter of credit a "Standby L/C") naming the Bank as beneficiary  thereunder and
bearing an expiry  date of April 30,  2002:  1) Issued by West Des Moines  State
Bank  for  John   Pappajohn  in  the  amount  of   $750,000.00;   2)  Issued  by
Manufactureres and Traders Trust Company for Derace L. Schaffer in the amount of
$1,250,000.00.  Each Standby L/C supports the  obligations of the Borrower under
the Revolving Note.



Personal Guaranty of John Pappajohn. The unconditional personal Guaranty of John
Pappajohn.  Pursuant to the  Guaranty,  the  Guarantor  guarantees  a maximum of
$580,000.

Personal Line of Credit Reserve  Agreement of John Pappajohn.  An agreement with
John Pappajohn  whereby he agrees that his personal line of credit with the Bank
will be reserved in the amount of $500,000.00  for purposes of making an advance
to cover his  obligations  to the Bank under his  personal  Guaranty  referenced
above.

Security  Agreement of Borrower.  The Security  Agreement signed by the Borrower
dated December 23, 1999, granting the Bank a first lien security interest in the
Borrower's accounts,  inventory,  equipment and general intangibles described in
that Agreement,  together with one or more UCC-1 Financing Statements sufficient
to perfect the security interest granted to the Bank in each jurisdiction  where
such  property  is  located  and the  jurisdiction  in  which  the  Borrower  is
organized.

SCHEDULE 2 TO EXHIBIT A - CONDITIONS PRECEDENT TO INITIAL ADVANCE.

Note

The Revolving Note


Security Documents

Security  Agreement of Borrower.  A Security Agreement granting the Bank a first
lien security  interest in the  Borrower's  accounts,  inventory,  equipment and
general intangibles described in that Agreement, together with one or more UCC-1
Financing Statements  sufficient to perfect the security interest granted to the
Bank in each jurisdiction where such property is located and the jurisdiction in
which the Borrower is organized.

Standby  Letters of Credit.  Standby  letters of credit (each standby  letter of
credit a "Standby L/C") issued by banking  institutions and in a form acceptable
to the Bank upon the application of each of the following individuals as account
party in the following  amount,  naming the Bank as beneficiary  thereunder:  1)
John Pappajohn,  $750,000.00; 2) Derace L. Schaffer, $1,250,000.00. Each Standby
L/C will support the obligations of the Borrower under the Revolving Note.

Each Standby L/C shall bear an expiry date of April 30,  2003,  and shall permit
the Bank to draw upon it in an amount  equal to the  amount of the  Standby  L/C
following a default by the Borrower  under the Revolving  Note or at any time on
or after March 31, 2003.

Personal Guaranty of John Pappajohn. The unconditional personal Guaranty of John
Pappajohn.  Pursuant to the  Guaranty,  the  Guarantor  guarantees  a maximum of
$580,000.

Consent and  Ratification  of John  Pappajohn.  The Bank shall have received the
Consent and  Ratification  of John Pappajohn under which he (i) consents to this
Agreement, (ii) ratifies the $580,000 Personal Guaranty of John Pappajohn, (iii)
confirms that $580,000  Personal  Guaranty of John Pappajohn is in addition to a
Standby L/C provided by him and not in lieu  thereof,  (iv) agrees that the Bank
may reduce his  personal  line of credit  with the Bank that is  evidenced  by a
promissory  note dated June 26, 2001 in the  principal  amount of  $500,000  for
purposes of supporting such guaranty, (v) permits the Bank, in the event that it
makes demand under such guaranty,  to make an advance under his personal line of
credit for purposes of satisfying his obligations under such guaranty.

The Bank must have received a letter,  in the form attached as Exhibit "C", from
all of the Facility Guarantors (as that term is defined in such letter).

Authorization

Corporate  Certificate of Authority.  A certificate of the Borrower's  corporate
secretary as to the  incumbency  and  signatures of the officers of the Borrower
signing the Documents and  containing a copy of  resolutions  of the  Borrower's
board of directors  authorizing  execution of the Documents and  performance  in
accordance with the terms of the Agreement.

Organization

Articles of  Incorporation  And By - Laws.  A certified  copy of the  Borrower's
Articles of Incorporation and By-Laws and any amendments, if applicable.

Certificate  of Good  Standing.  A copy of the  Borrower's  Certificate  of Good
Standing, recently certified by the Delaware Secretary of State.



DC1425E1
<PAGE>




                                    EXHIBIT B
                         REPRESENTATIONS AND WARRANTIES

Organizational  Status.  The Borrower is a  corporation  duly formed and in good
standing under the laws of the State of Delaware.

Chief Executive  Office.  The Borrower's chief executive office is located at 46
Prince Street, Rochester, New York.

Authorization.  This Agreement,  and the execution and delivery of the Documents
required  hereunder,  is within the Borrower's  powers, has been duly authorized
and does not  conflict  with any of its  organizational  documents  or any other
agreement  by which the  Borrower  is bound,  and has been signed by all persons
authorized and required to do so under its organizational documents.

Litigation.  There  is no  litigation  or  governmental  proceeding  pending  or
threatened  against the Borrower  which could have a material  adverse effect on
the  Borrower's  financial  condition  or business,  except  those  disclosed in
Exhibit D attached hereto.

Taxes. The Borrower has paid when due all federal, state and local taxes.

No Default.  Except as otherwise disclosed to the Bank prior to the date hereof,
there is no event  which  is, or with  notice or the lapse of time  would be, an
event of default under this Agreement.

ERISA. The Borrower is in compliance in all material respects with ERISA and has
received no notice to the contrary from the PBGC or other governmental entity.

Environmental  Matters.  (1)  The  Borrower  is in  compliance  in all  material
respects with all health and  environmental  laws applicable to the Borrower and
its operations and knows of no conditions or circumstances  that could interfere
with  such  compliance  in  the  future;  (2)  the  Borrower  has  obtained  all
environmental  permits and  approvals  required by law for the  operation of its
business; and (3) the Borrower has not identified any "recognized  environmental
conditions",  as that term is defined by the  American  Society  for Testing and
Materials in its standards for environmental due diligence,  which could subject
the Borrower to  enforcement  action if brought to the attention of  appropriate
governmental authorities.


DC1425E1
<PAGE>


                                    EXHIBIT C

March 28, 2002

To:  John Pappajohn and Derace Schaffer (the "Facility Guarantors")

Re:  Patient Infosystems, Inc., a Delaware corporation (the "Company") Revolving
     Credit Facility

Gentlemen:

Wells Fargo Iowa, National Association (the "Bank") has extended a $2,500,000.00
revolving  credit  facility (the "Revolving  Facility") to Patient  Infosystems,
Inc., a Delaware corporation (the "Company") subject to the conditions set forth
in the Second  Restated and Amended  Credit  Agreement  between the Bank and the
Company, dated March 28, 2002.

At the  Company's  request,  the Facility  Guarantors  have agreed to provide in
favor of the Bank  various  guaranty  agreements,  letters  of credit  and other
documents  (collectively  the "Credit Support  Arrangements"),  in the following
amounts for each respective Facility Guarantor, to secure the performance by the
Company of its obligation to the Bank under the Revolving Facility:

         Revolving Facility
         John Pappajohn Personal Guaranty      $   580,000
         John Pappajohn Letter of Credit       $   750,000
         Derace Schaffer Letter of Credit      $ 1,250,000
The Facility Guarantors hereby consent to the Second Amended and Restated Credit
Agreement and the Revolving Facility.

If the Bank  proceeds  against  the Credit  Support  Arrangements  and  receives
payment in full of the Revolving Facility, the Bank immediately shall assign all
of its rights and remedies under the Revolving  Facility and related  documents,
including the Bank's collateral documents to the Facility  Guarantors.  Any such
assignment  shall  be  made  by  the  Bank  without  recourse  and  without  any
representations  or  warranties  of any  kind,  except  that the  Bank  owns the
Revolving Facility and related collateral  documents and has the right to assign
the same.

The liability of the Facility  Guarantors under the Credit Support  Arrangements
shall not be reduced or impaired by any of the  following  acts or events (which
the Bank is  expressly  authorized  to do,  omit or  suffer  from  time to time,
without notice to or the consent of or approval of the Facility Guarantors): (a)
any  acceptance of collateral  security,  guarantors,  accommodation  parties or
sureties for the Revolving Facility;  (b) any one or more extensions or renewals
of the Revolving  Facility (whether or not for a period longer than the original
period) or any modification of the interest rate,  maturity or other contractual
terms  applicable  to all or part of the Revolving  Facility;  (c) any waiver or
indulgence  granted  to the  Company,  any  delay  or lack of  diligence  in the
enforcement of the Revolving Facility, or any failure to institute  proceedings,
file a claim,  give any  required  notices or  otherwise  protect the  Revolving
Facility;  (d) any full or partial release of, settlement with, or agreement not
to sue, the Company or any other Facility  Guarantor or other person liable with
respect to the  Revolving  Facility;  (e) any  discharge  of any evidence of the
Revolving  Facility or the acceptance of any instrument  renewing or refinancing
the Revolving Facility; (f) any failure to obtain collateral security (including
rights  of  setoff)  for the  Revolving  Facility,  or to assure  its  proper or
sufficient creation,  perfection, or priority, or to protect, insure, or enforce
any  collateral  security;   or  any  modification,   substitution,   discharge,
impairment,  or  loss of  such  collateral  security;  (g)  any  foreclosure  or
enforcement of any collateral  security by the Bank or any other creditor of the
Company with a security interest in the collateral security;  (h) any assignment
or transfer  of the  Revolving  Facility;  (i) any order of  application  of any
payments or credits upon the  Revolving  Facility  from the Company,  a Facility
Guarantor  or any  other  person;  and (j) any  election  by the Bank  under Sec
1111(b)(2) of the United States Bankruptcy Code.

The respective  agreements of the Bank and the Facility Guarantors stated herein
shall be binding on their respective successors and assigns.

This letter  agreement  may be executed in one or more  identical  counterparts,
which, when executed by all parties, shall constitute one and the same document.

This letter agreement and the Credit Support  Arrangements shall be construed in
accordance  with the laws of Iowa  applicable  to contracts  performed  entirely
within the State.  Any action to enforce the provisions of this letter agreement
or the Credit Support  Arrangements  or arising from the actions of any party in
connection  therewith,  shall be brought in the United States District Court for
the  Southern  District of Iowa or in the Iowa  District  Court in Polk  County,
Iowa,  except such action as may be necessary  by the Bank to protect,  preserve
and realize its security interest in collateral located in another jurisdiction.

IMPORTANT:  READ  BEFORE  SIGNING.  THE TERMS OF THIS  AGREEMENT  SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL  PROMISES NOT CONTAINED IN THIS WRITTEN  CONTRACT MAY BE LEGALLY  ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS  AGREEMENT ONLY BY ANOTHER  WRITTEN  AGREEMENT.
THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT  AGREEMENTS  (EXCEPT CONSUMER LOANS
OR OTHER EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

Please  indicate  your  acceptance  of  the  terms  hereof  by  signing  in  the
appropriate space below and returning to the undersigned the enclosed  duplicate
original of this letter agreement.

Very truly yours,

WELLS FARGO BANK IOWA, N.ATIONAL ASSOCIATION


By: /s/ Randal R. Stromley
    --------------------------------------
    Randall R. Stromley, Vice President

THE FACILITY GUARANTORS:

                                                        , 2002
--------------------------          --------------------
John Pappajohn

                                                        , 2002
--------------------------          --------------------
Derace Schaffer