Code of Ethics
                             For Senior Officers of
                            Patient Infosystems, Inc.

     It is the policy of Patient Infosystems,  Inc.  (hereinafter referred to as
the "Company")  that each Senior Officer,  to include Chief  Executive  Officer,
Chief Operating Officer,  Chief Financial Officer,  Principal Accounting Officer
and Controller  (hereinafter  individually  referred to as the "Officer")  share
adhere to and advocate the following principals governing their professional and
ethical conduct in the fulfillment of their responsibilities:

1.   Act with  honesty and  integrity,  avoiding  actual or  apparent  conflicts
     between the Officer's personal,  private interests and the interests of the
     Company,  including  receiving  improper  personal benefits as a result the
     Officers position.

2.   Perform responsibilities with a view to causing periodic reports filed with
     the  Securities  and Exchange  Commission  to contain  information  that is
     accurate, complete, fair and understandable.

3.   Comply with laws of federal,  state and local governments applicable to the
     Company,  and the rules and  regulations  of private and public  regulatory
     agencies having jurisdiction over the Company.

4.   Act in good  faith,  responsibly,  with  due care  and  diligence,  without
     misrepresenting  or omitting facts or allowing  independent  judgment to be
     compromised.

5.   Respect the  confidentiality  of information  acquired in the course of the
     performance of responsibilities except when authorized or otherwise legally
     obligated to disclose.

6.   Do  not  use  confidential  information  acquired  in  the  course  of  the
     performance of responsibilities for personal advantage.

7.   Proactively promote ethical behavior among subordinates and peers.

8.   Use corporate  assets and resources  employed or entrusted in a responsible
     manner.

     Any  violation  of this  Code  should  promptly  be  reported  to the Chief
Financial  Officer  and/or the  Company's  Audit  Committee.  To encourage  each
Officer to report any  violation  of this Code,  the Company will not permit any
retaliation for reports made in good faith. It is also the Policy of the Company
that each Officer individually acknowledge and certify to the foregoing and that
a copy of such  certification be filed with the Company's Audit Committee and be
placed in the Officer's permanent record.

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     RESOLVED  that the  Company's  Audit  Committee  shall  have  the  power to
monitor, make determinations and recommend action to the Board of Directors with
respect to any violations of the foregoing Code of Ethics.

APPROVED:


/s/Derace Schaffer                           /s/John Pappajohn
----------------------------                --------------------------

Derace Schaffer, MD, Chairman                John Pappajohn, Director


/s/Roger Chaufournier
----------------------------

Roger Chaufournier, Director



ACKNOWLEDGED:



Signed:  ____________________________



Name:    ____________________________



Title:   ____________________________