EXHIBIT 10.28

                    JOINT VENTURE AND STOCKHOLDERS AGREEMENT

        AGREEMENT  made as of the  12th  day of  November,  1998,  by and  among
Maclean Hunter Publishing Limited, an Ontario  corporation  ("MHPL"),  having an
address at 777 Bay Street,  Toronto,  Ontario and Patient  InfoSystems,  Inc., a
Delaware corporation ("PATI"), having an address at 46 Prince Street, Rochester,
New York (both of the foregoing are hereinafter  sometimes  collectively  called
"Stockholders",  and individually called "Stockholder"); and Patient InfoSYSTEMS
Canada Inc.,  an Ontario  corporation  with offices at 777 Bay Street,  Toronto,
Ontario (hereinafter sometimes called the "Corporation").

                                   WITNESSETH

        WHEREAS, the Stockholders own all of the issued and outstanding common 
shares (the "Common Shares") of the Corporation; and

        WHEREAS,  the Stockholders  wish to enter into a joint venture to market
and sell, on an exclusive  basis in Canada,  products and services  developed by
PATI and to jointly manage,  finance and operate the Corporation as set forth in
this Agreement; and

        WHEREAS,  the  Stockholders  desire  to  make  certain  provisions  with
reference to their respective stock holdings in the Corporation;

        NOW  THEREFORE,  in  consideration  of the mutual  promises  hereinafter
contained,  and other good and valuable consideration,  the parties hereto agree
as follows:

I     Definitions

When used in this Agreement,  the following words and phrases shall be deemed to
have the following meanings:

        (a) "transfer", "dispose" and any other term or terms of similar purpose
shall,  without  limitation,  be deemed to include the making or granting of any
sale, exchange,  assignment,  gift, pledge,  hypothecation,  mortgage,  security
interest,  encumbrance or other transfer or disposition  whatsoever,  voluntary,
involuntary  or by  operation  of law,  affecting  title to or the  right to the
possession of, any shares of stock of the Corporation or any interest therein.

        (b) "Stock",  "Shares" and "Shares of Stock" (unless expressly otherwise
stated)  shall be deemed to mean all the Common Shares of the  Corporation,  now
owned or  hereafter  acquired  by the  parties  hereto  or by  persons,  who may
hereafter become a party or agree to be bound by the terms hereof,  irrespective
of the time and manner of such acquisition,  including,  without limitation, any
shares resulting from a split-up, stock dividend or exchange of any stock.

2 .     The Corporation

        (a) Election of  Directors.  The board of  directors of the  Corporation
(the "Board of Directors")  shall consist of four directors and each Stockholder
shall have the right to designate two  representatives to the Board of Directors
to serve  as a  director  of the  Corporation.  In the  event  any  directorship
occupied  becomes  vacant for any reason,  such  vacancy  shall be filled by the
party having the right to designate such director.
        (b)  Directors'  Proceedings.  Unless  waived  in  writing  by  all  the
directors  of the  Corporation,  not less than four  Business  Days (being a day
which is not a  Saturday,  Sunday or public  holiday  in  Toronto,  Ontario  and
Rochester,  New York)  notice  shall be given of all  meetings.  of the Board of
Directors.  A  quorum  for  meetings  of the  Board  of  Directors  shall be two
directors,  including  at least one  nominee of each  Stockholder,  in each case
present  in person or present by means of such  telephone,  electronic  or other
communications  facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously (and, for greater
certainty,  a meeting of the Board of Directors may be constituted at which some
directors are present in person and other directors are present by means of such
communication  facilities),  All  questions  proposed for  consideration  of the
directors at a meeting of the Board of  Directors  shall be  determined  and all
resolutions shall be passed, in order to be effective,  by the votes of not less
than a majority of the directors  present at such meeting,  provided that if one
but not both of the designees of either Stockholder is present at any meeting of
the Board of Directors,  the designee of such Stockholder who is present at such
meeting may cast, in addition to his own vote, an additional vote.

        (c) Matters  reserved to  Shareholders.  Notwithstanding  any statute or
other law to the contrary, none of the following matters shall be carried out or
effected  by  the  Corporation  without  the  prior  written  approval  of  both
Stockholders:

         (i)    any  amendments to the articles of  incorporation  or by-laws of
                the Corporation or any amalgamation,  arrangement,  continuance,
                winding up,  dissolution,  liquidation or  reorganization of the
                Corporation;

         (ii)   any  issue of  Shares  or the  granting  of any  option or right
                (including  convertible  securities,  warrants,  or  convertible
                obligations  of any nature) for the  purchase or issuance of any
                Shares  or  other  securities  of  the  Corporation,  except  as
                expressly permitted by any other provisions of this Agreement;

         (iii)  any  transfer  of Shares of the  Corporation  by a  Stockholder,
                except as expressly  permitted by any other  provisions  of this
                Agreement;

         (iv)   any purchase by the Corporation of any of its Shares or any 
other return of capital of the Corporation;

         (v)    any material change in the business of the Corporation from the 
Business defined in section 3(b);

         (vi)   the change in number of directors on the Board of Directors;

         (vii)  any appointment or removal of the accountants or auditors of the
Corporation;

         (viii)   the  approval of any Budget,  or the  approval of any material
                  alteration  in any Budget  previously  approved in  accordance
                  with section 2(g);

         (ix)   any  purchase  of any  shares  or  any  material  assets  by the
                Corporation,  including without limitation any investments in or
                purchase of any business by the Corporation, whether directly or
                by  acquiring  the entity  through or by which the  business  is
                operated or in any other manner;
         (x)    any borrowing or financing by the Corporation or the application
                for, or obtaining of, any line of credit by the Corporation from
                any financial institution or any material alteration in any such
                financing arrangements;
(xi)     any capital or other  expenditures  in excess of $10,000 for any single
such  expenditure or any leasing of capital  equipment
              by the Corporation, in each case
               unless provided for in a Budget previously approved in accordance
with section 2(g);

        (xii)  any  proposed  sale,  lease,  exchange  or other  disposition  of
property or assets of the Corporation;

        (xiii)  any  assignment,  mortgage,  charge,  pledge,  encumbrance of or
                grant of any  security  interest  in,  property or assets of the
                Corporation;

        (xiv)   any provision of any guarantee, indemnity or other financial
support by or to the Corporation; and

        (xv)   any  transactions  between  the  Corporation  and any  person not
               dealing  at  arm's  length  with  the  Corporation  or any of the
               Stockholders, except as specifically referred to in any paragraph
               of this  Agreement  or as  provided  for in a Budget  approved in
               accordance with section 2(g).

        (d)  Stockholders'  Proceedings.  Unless waived in writing by all of the
Stockholders,  not less  than ten  Business  Days  notice  shall be given of any
meeting of the  Stockholders.  A quorum for meetings of the  Stockholders  shall
require the attendance of each Stockholder present in person or by proxy.

        (e) No Casting  Vote.  Neither the President of the  Corporation  or the
chairman of any meeting of the Board of Directors of the  Corporation  or of the
Shareholders shall by virtue of his office,  position or for any other reason be
entitled to any second or casting vote in respect of any matters  coming  before
such meeting.

        (f) Accountants. Until changed in accordance with section 2(c)(vii), the
accountants of the Corporation shall be KPMG.

        (g) Annual Budget.  Not less than 45 days prior to the  commencement  of
each fiscal year of the  Corporation,  the  officers  of the  Corporation  shall
prepare and deliver to the Board of Directors and to the Stockholders a proposed
business  plan and budget for such fiscal year,  which  business plan and budget
shall  set  out  in  reasonable-  detail  the  projected  revenue  and  proposed
expenditures of the Corporation for such fiscal year. The Board of Directors and
the  Stockholders  shall meet prior to the  commencement  of such fiscal year to
consider and approve such  business  plan and budget,  with such  amendments  or
modifications  thereto  as the  Board of  Directors  and the  Stockholders  deem
appropriate (which business plan and budget, as approved,  is herein referred to
as a "Budget").

        (h) Election of 0fficers  Until changed by the Board of  Directors,  the
following persons shall be elected as officers of the Corporation:

                    President                            Allan Cook
                    Vice President, Finance              Timothy L. Root
                    Secretary/Controller                 Barbara Angier

        (i) Compensation and Duties of President.  Allan Cook,- the President of
the Corporation,  will continue to be employed on a full-time basis by PATI. Mr.
Cook's  compensation will be the sole  responsibility of PATI; provided that the
Corporation will reimburse PATI for a pro rata portion of Mr. Cook's base salary
for a year based on the  percentage  of Mr.  Cook's time spent on the affairs of
the  Corporation  in such  year,  but in no  event  shall  MHPL be  required  to
reimburse  PATI for an amount in respect of Mr.  Cook's  salary in excess of the
amount specified in the Budget approved in accordance with Section 2(g) for such
year. In providing his services as President of the  Corporation,  Mr. Cook will
perform such duties for the Corporation and its subsidiaries as may from time to
time be  assigned to him by the Board of  Directors  and he will devote the time
necessary  and exercise the power and  authority to fulfil the  responsibilities
conferred upon him, honestly, diligently, in good faith and in the best interest
of the  Corporation  and its  subsidiaries.  For so long as this Agreement is in
effect, Mr. Cook agrees that any business  opportunity or proposal originated or
offered to Mr. Cook that could reasonably be considered  related to the Business
of  the  Corporation  shall  constitute  and  be  considered   property  of  the
Corporation  and shall be referred to and brought to the  attention of the Board
of Directors of the Corporation at the earliest possible  opportunity.  Mr. Cook
covenants and agrees that in addition to any and all terms of this Agreement, he
shall fulfil all fiduciary obligations that he owes to the Corporation by virtue
of his  position  with the  Corporation  and that  the duty to  fulfil  all such
obligations  shall survive the  termination  of his tenure as President and such
termination  of his tenure  shall not operate as a waiver or release of any such
duty.

3 .    Covenants

        (a) Disclosure of Trade  Secrets.  During the term of this Agreement and
thereafter, each Stockholder will not, except as properly required in conducting
the  Business of the  Corporation,  disclose or utilize,  or  authorize or cause
anyone  else to  disclose  or utilize  for the  profit of anyone  other than the
Corporation, any trade secret or confidential information,  knowledge or data of
the Corporation of which it has knowledge,  including,  without limitation,  any
customer lists not made public by the Corporation.

                  (b)  Covenant Not to Compete Each  Stockholder  covenants  and
agrees with the  Corporation and the other  Stockholder  that it will not during
the term of this Agreement and for so
long as it owns Stock (the "Term') directly or indirectly own, manage,  operate,
control,  finance or otherwise be interested or  participate  in the  ownership,
management,  operation or control of any person, corporation or other entity or,
sell or produce  products  in Canada  which are  directly  competitive  with the
Business of the Corporation.  Each of the Stockholders  hereby acknowledges that
the provisions of this  subparagraph  3(b) shall serve as a prohibition  against
directly or  indirectly  hiring,  offering to hire,  enticing away or in any way
persuading  or  attempting  to  persuade  any  officers,  employees,  agents or,
customers or  prospective  customers of the  Corporation to discontinue or alter
his or its relationship  with the Corporation  during the Term. For the purposes
hereof,  the "Business" of the Corporation shall mean the business carried on by
the  Corporation  consisting  of the  provision  to  patients  and  health  care
providers  in Canada of  patient-directed  health care  information  systems and
services  to  manage,   collect  and  analyze  information  to  improve  patient
compliance  with  prescribed  treatment  protocols,  to improve  the  process of
off-site   management   and  to  enhance   patient  and  provider   information.
Notwithstanding the foregoing, neither Stockholder shall be precluded from:

     (i) carrying on any business  currently  carried on by such  Stockholder or
any  successor to such business or from  continuing  to publish any  publication
currently published by such Stockholder, or successor to any such publication;

     (ii)  acquiring  securities of a class which are traded on a stock exchange
or over the counter as long as such  securities  represent  not more than_20% of
the issued. and outstanding securities of such class; or

     (iii)  acquiring an interest in a business,  either through the acquisition
of shares,  assets or  otherwise,  where the acquired  business  (the  "Acquired
Business") contains, as a part hereof, a business (the "Competing Segment"), the
operation of which would cause the Stockholder to be in breach of the provisions
of this section 3,  providedthat  this exception shall only apply so long as the
following  conditions are applicable:  (A) the Competing Segment did not, in the
financial  year  preceding the  acquisition  by Stockholder or in any subsequent
financial year, account for 40% or more of the revenue of the Acquired Business;
and (B) if the  Competing  Segment  did, in the  financial  year  preceding  the
acquisition by the Stockholder or in any subsequent  financial year, account for
10% or more of the revenues of the Acquired  Business,  the Stockholder uses its
reasonable  efforts  to  dispose of the  Competing  Segment to a third  party on
normal  commercial  terms  within a  reasonable  period of time  following  such
acquisition or following such subsequent financial year, as the case may

        (c) Further  Assurances.  The parties hereto covenant and agree to do or
cause to be done all acts and  things,  whether  by the  Board of  Directors  or
otherwise, to execute and deliver or cause to be executed and delivered all such
instruments  and to exercise or cause to be exercised  any and all voting rights
attaching to the Common Shares of the Corporation  held by each of them in order
that all provisions of this  Agreement  shall be fully and  effectively  carried
out, implemented and given effect to in accordance with the term hereof.

4 .   Stock of the Corporation

        (a) Ownership of Stock. The parties acknowledge and agree that as of the
date hereof there are 100 Common  Shares issued and  outstanding  (and no more),
which are owned as follows:

                    Stockholder                       No. of Common Shares Owned
                    Maclean Hunter Publishing Limited        50
                    Patient InfoSystems, Inc.                50

The  Stockholders  represent and warrant that they are the legal and  beneficial
owners of such Stock and hold such  Stock free and clear of all liens,  security
interests, claims or encumbrances whatsoever.

        (b)  Restrictions  on  Transfer  of Stock.  Except as  provided  in this
Agreement,  no Stockholder  shall transfer or dispose of any of the Stock of the
Corporation  now or  hereafter  owned or held by it  without  the prior  written
consent of the other  Stockholder.  Any attempted or purported transfer of Stock
by any Stockholder in violation of the terms of this Agreement shall be void and
the Corporation shall reject and refuse to transfer on the books any Stock which
may have been transferred in violation of the provisions of this Agreement,  and
the  Corporation  shall  not  recognize  any  person  receiving  any  Stock as a
Stockholder  nor shall any such person have any rights as a  Stockholder  of the
Corporation. Notwithstanding the foregoing, either Stockholder shall be entitled
to,  without the consent of the other  Stockholder,  transfer  all (but not less
than all) of the Stock owned by such  Stockholder to an affiliate (as defined in
the Business Corporations Act (Ontario)) of such Stockholder; provided that such
affiliate  agrees  in  writing  to be bound by the terms of this  Agreement  and
further   provided  that   notwithstanding   such  transfer,   the  transferring
Stockholder shall continue to be bound by the terms of this Agreement.

        (c) Negotiated Sale. If, at any time following the second anniversary of
the date of this Agreement, either Stockholder shall desire to transfer all (but
not part) of its Stock to the other  Stockholder,  the  Stockholder  desiring to
transfer   ("Selling   Stockholder")   shall  give  written   notice   ("Selling
Stockholder's  Notice") to the Corporation and the remaining  Stockholder of the
Corporation  ("Purchasing  Stockholder"),  stating that the Selling  Stockholder
desires to transfer all of the Stock owned by it to the Purchasing  Stockholder.
Following  the  delivery  of  a  Selling   Stockholder's   Notice,  the  Selling
Stockholder  and  the  Purchasing   Stockholder  shall,  in  good  faith,conduct
negotiations  with a view to agreeing upon the terms of the sale of the Stock of
the Selling Stockholder to the Purchasing Stockholder including the price, which
the parties  agree shall be based on the fair market  value of such Stock at the
time of  delivery  of the  Selling  Stockholder's  Notice  and the  terms of any
ongoing  services to be provided by the Selling  Stockholder to the  Corporation
following such sale.  The  Selling-Stockholder  and the  Purchasing  Stockholder
shall also,  in good faith,  consider  alternative  methods by which the Selling
Stockholder may dispose of its interest in the Corporation,  including by way of
the wind up and  dissolution of the  Corporation as  contemplated by paragraph 7
and by way of the sale of all of the Stock of the Selling Stockholder only or of
both the Selling  Stockholder and the Purchasing  Stockholder or of the property
and assets of the Corporation to a third party.  If the Selling  Stockholder and
the Purchasing  Stockholder are unable,  following such good faith negotiations,
to reach an  agreement  for the sale of the Selling  Stockholder's  Stock to the
Purchasing  Stockholder or an agreement as to an alternative manner in which the
Selling  Stockholder  may dispose of its interest in the  Corporation  within 60
days  following the delivery of the Selling  Stockholder's  Notice,  the Selling
Stockholder and the Purchasing Stockholder shall continue as Stockholders, shall
not be required to continue to negotiate and the terms of this  Agreement  shall
continue in full force and effect.  MHPL and PATI agree that neither one of them
shall be  permitted  to deliver a Selling  Stockholder's  Notice until after 180
days following the delivery of a previous Selling Stockholder's Notice.

5 .     Legend on Certificate

        There shall be endorsed upon the Certificate of Stock of the Corporation
heretofore  or  hereafter  issued to the  Stockholders  or to any  other  person
acquiring Stock pursuant to this Agreement, an endorsement reading as follows:


         "The sale, transfer, pledge, assignment granting of a security interest
         in, or other  disposition or  encumbrance of all shares  represented by
         this  Certificate  are subject to the terms and conditions of a certain
         Agreement  entered  into  between  this  Corporation  and  all  of  its
         Stockholders  as of the 12th day of  November,  1998,  for the purposes
         therein  provided,  and any owner hereof is subject to the  obligations
         therein set forth and contained."

  6 .          Contributions of the Stockholders

  (a) Each of the Stockholders agrees to make the following  contribution to the
  Corporation of materials, services and facilities:

               (A) Contributions by PATI.

                      (i)  PATI  agrees  to  provide  to the  Corporation  on an
               exclusive  basis within Canada all products and services  offered
               by PATI  throughout  the world for use by the  Corporation in the
               conduct of its Business. The fees and costs to be charged by PATI
               for such  products and services  shall be at a discount  from the
               lowest  costs  and fees  charged  by PATI for such  products  and
               services to any of its third party customers,  with the amount of
               such discount in each  particular case to be as agreed to between
               MHPL and PATI, acting reasonably.
                      (ii) PATI will  provide all product,  services,  hardware,
               software,  and  support  (the  "Products")  necessary  to operate
               programs  sold  to  the   Corporation  by  PATI.   PATI  will  be
               responsible for all such Products,  including the content thereof
               and will indemnifyand hold harmless MHPL and the Corporation from
               any claim or loss suffered by MHPL or the Corporation relating to
               such Products or the content thereof.

         (iii)  PATI  will  provide  on an  ongoing  basis,  at no charge to the
Corporation, training and marketing expertise as needed by the Corporation.

        (iv) PATI  agrees to offer to the  Corporation,  on an  exclusive  basis
within Canada,  all products and services developed by PATI for which it has the
right under development  agreements,  to the extent  appropriate,  to offer such
rights to the Corporation.  If any such products or services are not accepted by
the  Corporation,  PATI  shall be free to offer and sell any such  products  and
services to any third parties. The fees and costs to be charged by PATI for such
products  and  services  shall be at a discount  from the lowest  costs and fees
charged  by PATI  for such  products  and  services  to any of its  third  party
customers,  with the amount of such  discount in each  particular  case to be as
agreed to between MHPL and PATI, acting reasonably.

        (v) PATI, at its own cost and expense, agrees to support the development
of new products and services unique to the Canadian market.

        (vi) PATI agrees to provide such capital  contributions as are agreed to
by the Board of Directors and  contemplated  by a Budget  approved in accordance
with  section  2(g) hereof with such  capital  contributions  to be equal to the
capital contributions of MHPL.

(B) Contributions to the Corporation by MHPL.

        (i) MHPL will provide sales, sales support and marketing services to the
Corporation through its Customer Communications Division. All commission payment
rates and other  payments to be charged by MHPL for such services  shall be at a
discount  from the lowest rates  charged by MHPL for such services to any of its
third party customers,  with the amount of such discount in each particular case
to be as agreed to between MHPL and PATI, acting reasonably.

        (ii) MHPL will provide to the  Corporation  all required  infrastructure
support  for  the  Corporation,   including,  but  not  limited  to,  occupancy,
telephone,   secretarial,   accounting,  billing,  collection,  reporting,  cash
management,   tax  and  regulatory  requirements.   The  costs  payable  by  the
Corporation  for such  support  shall be $20,000  for the  initial  year of this
Agreement,  and for subsequent  years,  shall be such amount as is provided in a
Budget for such year approved in accordance with section 2(g) hereof.

        (iii) MHPL will generate content for use by the Corporation. The fees to
be charged by MHPL for such content  hall be at a discount  from the lowest fees
charged by MHPL for such content to any of its third party  customers,  with the
amount of such discount in each  particular case to be as agreed to between MHPL
and PATI, acting reasonably.  MHPL will be responsible for all such content, and
will indemnify and hold harmless PATI and the Corporation from any claim or loss
suffered by PATI or the Corporation relating to such content.

        (iv)  MHPL  agrees  to use  its  reasonable  best  efforts  to  identify
opportunities  for the  Corporation  to develop new products and services  using
technology  of PATI that  could be unique to the  Canadian  market.  Where  such
products and services are sold outside  Canada by PATI or its  affiliates,  PATI
agrees to pay to the Corporation a royalty to be agreed upon at the time of such
offer and sale by the Corporation and PATI, acting reasonably.

       (v) MHPL agrees to provide such capital contributions as are agreed to by
        the  Board  of  Directors  and  contemplated  by a  Budget  approved  in
        accordance with section 2(g) hereof with such capital  contributions  to
        be equal to the capital contributions of PATI.

(b)     Equity Option

     PATI hereby grants to MHPL an irrevocable  option (the "Option") to acquire
     200,000 shares of Common Stock of PATI (the "Option Shares") at an exercise
     price of $3.50  per share  exercisable  over a period  of five  years.  The
     parties acknowledge that the Option Shares represent 2.5% of the issued and
     outstanding  shares of PATI on the date  hereof.  PATI agrees that if after
     the date  hereof,  it  completes  a  reconstruction  or  reorganization  or
     recapitalization  of  PATI  or if PATI  amalgamates  into  or with  another
     corporation    or   if   it   completes   a   redivision,    consolidation,
     reclassification,  subdivision  or other change of the common stock of PATI
     (the "Reorganization"), the Option shall, without further act or formality,
     be deemed to be amended in order to provide to MHPL upon  exercise with the
     same number and class of  securities as would have been received by MHPL if
     the Option had been  exercised  immediately  prior to such  Reorganization.
     Upon the termination of this Agreement, MHPL may exercise the Option at any
     time  during  the  period  of 30 days  following  the  termination  of this
     Agreement  provided that at the end of such 30 day period,  the unexercised
     portion of the Option shall  expire.  PATI shall  forthwith  after the date
     hereof deliver to MHPL an option  agreement  reflecting the foregoing terms
     of the Option and shall obtain all  necessary  regulatory  approvals to the
     granting  of the  Option,  and shall  arrange for the listing of the Option
     Shares on the applicable exchange.

7 .     Duration of Agreement

     This Agreement shall remain in full force and effect for as long as both of
     the  Stockholders  own  Stock of the  Corporation  and the  Corporation  is
     actively engaged in the Business;  provided that: (a) if both  Stockholders
     agree in writing,  the  Corporation  may at any time be  dissolved  and its
     business and assets  liquidated in an orderly wind-up of the affairs of the
     Corporation,  with all  benefits  or costs to be shared  equally,  and this
     Agreement shall terminate  effective upon such dissolution;  and (b) at any
     time after the second  anniversary  of the date of this  Agreement,  either
     Stockholder (the "Electing Stockholder") may, by delivery of written notice
     to the  Corporation  and to the other  Stockholder,  elect to surrender its
     Stock to the Corporation for cancellation,  and upon receipt of such notice
     and the certificate of the Electing Stockholder representing the Stock, the
     Corporation  shall  forthwith  distribute  to  the  Stockholders  by way of
     dividend the balance of the retained  earnings of the  Corporation and both
     parties shall be released from their obligations under this Agreement.

8 .     Miscellaneous Provisions

       (a) All prior  agreements  with  regard to the shares of Stock are hereby
cancelled.

        (b) The captions of the various  paragraphs herein are inserted only for
reference and for the convenience of the parties, and in no way define, limit or
describe the scope of this  Agreement,  nor the intent of any of the  provisions
thereof.

        (c) This  Agreement is made under,  and shall be governed by the laws of
the  Province of Ontario in all  respects,  including  matters of  construction,
validity and performance.

        (d) This Agreement  cannot be changed or terminated  orally. A waiver in
one  instance  shall not be  effective  unless it is in writing and shall not be
deemed a continuing waiver.

        (e) This Agreement and the confidentiality agreement between the parties
hereto constitute the entire Agreement between the parties.

        (f) All  pronouns  and words  shall be read in  appropriate  number  and
gender, the
masculine,  feminine and neuter  shall be  interpreted  interchangeably  and the
singular  shall  include the plural and vice  versa,  as the  circumstances  may
require.

9 .     Notice

               Any notice permitted to be given pursuant to this Agreement shall
be in writing  addressed  as follows,  and given by prepaid  private  courier or
otherwise  hand  delivered  or sent by  telecopier  or  other  similar  means of
electronic communication:

                If to MHPL or the Corporation:

                Maclean Hunter Publishing Limited
                Maclean Hunter Building
                777 Bay Street
                Toronto, Ontario
                M5W IA7

                Attention:    Mr. James 0. Hall, Vice-President

                Telecopier:   (416) 596-5901
                and
                Attention:    Mr. Timothy L. Root, Vice President, Finance
                Telecopier-.  (416) 593-3175
                with a copy to:
                Rogers Communications Inc.
                333 Bloor Street
                10th Floor
                Toronto, Ontario
                M4W I G9

                Attention:      Mr. David P. Miller
                                Vice-President, General Counsel

                Telecopier:    (416) 935-3546
                If to PATI or Allan Cook:
                46 Prince Street
                Rochester, New York 14607
                Attention:    Mr. Allan Cook and Mr. Don Carlberg
                Telecopier:    (716) 244-1367

               with a copy to:

               Gibbons, DelDeo, Dolan, Giffinger and Vecchione
               One Riverfront Plaza
               Newark, New Jersey 07102

               Attention:    Mr. Jeffrey A. Baumel

               Telecopier:    (973) 639-6260

Any notice given in  accordance  with the  provisions of this section 9 shall be
deemed  to  have  been  given  and  received  when  so  delivered  or if sent by
telecopier  or  other  electronic  means  of   communication,   on  the  day  of
transmission  thereof if given on a Business Day and during the normal  business
hours of the recipient and if not so given,  on the next Business Day. Any party
hereto may change its address  for notice by notice to the other  parties in the
manner as aforesaid.

10.     Extent Obligations

     This Agreement shall be binding, not only upon the parties hereto, but also
upon their successors and permitted assigns, and they severally agree to execute
any instrument in writing which shall be necessary or proper in carrying out the
purposes and intent of this Agreement.

        IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the
day and year first above written.

                        Maclean Hunter Publishing Limited
                                                     Per:  /s/  Timothy Root
                                                     Per:  /s/  Jim Hall

                            Patient InfoSystems, Inc.
                             Per: /s/ Don A Carlberg
                                                     Per:  /s/ Kent A Tapper


                         Patient InfoSYSTEMS Canada Inc.

                                                     Per:  /s/ Jim Hall

                                                     Per:  /s/ Allan Cook

  The  provisions  of section  2(i) are hereby  accepted and agreed to as of the
12th day of November, 1998.

  /s/ Allan Cook                                      /s/   Marc Thibideau  
  --------------                                      --------------------  
Allan Cook                                             Witness