Exhibit 4.1



                            PATIENT INFOSYSTEMS, INC.
                     AMENDED AND RESTATED STOCK OPTION PLAN


     1. Purpose. The PATIENT INFOSYSTEMS, INC. AMENDED AND RESTATED STOCK OPTION
PLAN (hereinafter  referred to as the "Plan") is designed to furnish  additional
incentive to both key employees and  Directors of Patient  Infosystems,  Inc., a
Delaware corporation (hereinafter referred to as the "Company"), and its parents
or  subsidiaries,  upon whose  judgment,  initiative  and efforts the successful
conduct of the business of the Company  largely  depends,  by  encouraging  such
persons to acquire a  proprietary  interest in the  Company or to  increase  the
same,  and to strengthen the ability of the Company to attract and retain in its
employ,  or as a  member  of  the  Board  of  Directors,  persons  of  training,
experience  and ability.  Such purpose will be effected  through the granting of
"Incentive  Stock  Options"  within the meaning of Section  422 of the  Internal
Revenue Code of 1986, as amended  (hereinafter  the "Code") and options which do
not qualify as incentive stock options ("Non-Qualified Options").

     2. Administration.

(a)  The Plan  shall be  administered  by a  committee  chosen  by the  Board of
     Directors of the Company (the  "Committee")  and decisions of the Committee
     concerning the  interpretation  and  construction  of any provisions of the
     Plan or of any option granted  pursuant to the Plan shall be final.  In the
     absence of the  Committee,  the Plan will be  administered  by the Board of
     Directors  of the  Company.  The Company  shall effect the grant of options
     under the Plan in  accordance  with the decisions of the  Committee,  which
     may, from time to time, adopt rules and regulations for the carrying out of
     the Plan. For purposes of the Plan, an option shall be deemed to be granted
     when a written  Option  Contract  is signed on behalf of the  Company  by a
     member of the Committee. Subject to the express provisions of the Plan, the
     Committee  shall  have  the  authority,   in  its  discretion  and  without
     limitation: to determine the individuals to receive options, the times when
     such individuals shall receive options,  the number of Shares to be subject
     to each option,  the term of each option,  the date(s) on which each option
     shall become exercisable,  whether an option is subject to vesting pursuant
     to Section 5(c) hereof, whether an option shall be exercisable in whole, in
     part,  or in  installments,  the  number of Shares  to be  subject  to each
     installment,  the date each installment shall become exercisable,  the term
     of each  installment,  the option  price of each  option,  and the terms of
     payment for Shares purchased by the exercise of each option;  to accelerate
     the  date  of  exercise  of  any   installment;   and  to  make  all  other
     determinations necessary or advisable for administering the Plan.

(b)  The Committee may grant  Incentive  Stock Options and  Non-Qualified  Stock
     Options  pursuant to a single  option  agreement  so long as each option is
     clearly  identified  as  to  its  status.   Notwithstanding  anything  else
     contained in the Plan,  if the Committee  issues a single option  agreement
     which  contains  both  Incentive  Stock  Options  and  Non-Qualified  Stock
     Options, the exercise of one cannot affect the exercise of the other.

     3. Eligibility.  The persons who shall be eligible to receive options under
the Plan shall be Directors and those employees of the Company, or of any of its
parents  or  subsidiaries  within the  meaning of Section  424(e) and (f) of the
Code,  who are exempt from the overtime  provisions of the Fair Labor  Standards
Act of 1938, as amended, by reason of employment in an executive, administrative
or  professional  capacity under 29 U.S.C.  ss.  213(a)(1);  provided,  however,
Directors,  who  are not  employees  of the  Company  or any of its  parents  or
subsidiaries,  shall  not  be  eligible  to  receive  Incentive  Stock  Options.
Additionally,  no Incentive Stock Option shall be granted to a person who would,
at the time of the grant of such  option,  own, or be deemed to own for purposes
of Section  422(b)(6) of the Code,  more than 10% of the total  combined  voting
power of all  classes  of  shares  of stock of the  Company  or its  parents  or
subsidiaries  unless at the time of the grant of the Incentive Stock Option both
of the following conditions are met:

(a)  The option price is at least 110% of the fair market value of the shares of
     stock  subject to the Incentive  Stock  Option,  as defined in Section 4(a)
     hereof, and

(b)  the option is, by its terms,  not exercisable  after the expiration of five
     years from the date the Incentive Stock Option is granted.

     4. Shares Subject to Options.


(a)  Subject to the  provisions  of Section 5(g) hereof,  options may be granted
     under the Plan to purchase in the aggregate not more than 3,500,000  shares
     of the $.01 par value Common Stock of the Company (hereinafter  referred to
     as "Shares"), which Shares may, in the discretion of the Committee, consist
     either in whole or in part of authorized but unissued Shares or Shares held
     in the treasury of the Company.  Any Shares  subject to an option which for
     any reason  expires or is  terminated  unexercised  as to such Shares shall
     continue to be available for options under the Plan.


(b)  To the extent the aggregate  fair market  value,  determined as of the time
     the option is granted,  of Shares for which stock  options are  exercisable
     for the first  time by such  individual  in any  calendar  year,  under all
     incentive stock option plans of the Company or in any corporation  which is
     a parent or subsidiary of the Company, exceeds $100,000, such options shall
     be treated as Non-Qualified  Options.  However, the value of the Shares for
     which  Incentive  Stock Options may be granted to such  individual from the
     Company in a given year may exceed $100,000.

     5.  Terms and  Conditions  of  Options.  Options  shall be  granted  by the
Committee  pursuant to the Plan and shall be subject to the following  terms and
conditions:

(a)  Price.  Each option shall state the number of Shares  subject to the option
     and the option  price,  which,  in the case of an Incentive  Stock  Option,
     shall be not less than the fair market  value of the Shares with respect to
     which the option is granted at the time of the  granting of the option.  In
     addition,  the option  price shall be at least 110% of fair market value in
     the case of a grant of an  Incentive  Stock Option to a person who would at
     the time of the grant,  own,  or be deemed to own for  purposes  of Section
     422(b)(6) of the Code,  more than 10% of the total combined voting power of
     all classes of Shares of the Company or its  parents or  subsidiaries.  For
     purposes of this subsection, "fair market value" shall mean:

     (i)  the  mean  between  the bid and  asked  price  for the  Shares  on the
          business  day  immediately  preceding  the  date of the  grant  of the
          option;

     (ii) the most  recent sale price for the Shares as of the date of the grant
          of the option; or

     (iii)such price as shall be  determined  by the Board of  Directors  of the
          Company in an attempt made in good faith to meet the  requirements  of
          Section 422(b)(4) of the Code.

(b)  Term. The term of each option shall be determined by the Committee,  but in
     no event  shall an option be  exercisable  either in whole or in part after
     the  expiration  of ten  years  from  the  date  on  which  it is  granted.
     Notwithstanding the foregoing, the Committee and an optionee may, by mutual
     agreement, terminate any option granted to such optionee under the Plan. In
     the  event of  merger,  consolidation,  dissolution  or  liquidation  which
     results in a change of  control  as  defined in Section  368(c) of the Code
     (using the attribution rules of Section 318), all unexercised  options will
     become immediately  exercisable for a period of one year, the effectiveness
     of such expiration  shall be conditioned  upon the consummation of any such
     transaction.

(c)  Vesting.  The Committee shall determine the vesting  schedule,  if any, for
     each issuance of options  hereunder on a  case-by-case  basis,  in its sole
     discretion.

(d)  Non-Assignment During Life. During the lifetime of the optionee, the option
     shall  be  exercisable   only  by  him  and  shall  not  be  assignable  or
     transferable  by  him,  whether  voluntarily  or by  operation  of  law  or
     otherwise, and no other person shall acquire any rights therein.

(e)  Death of  Optionee.  In the event that an  optionee  shall die prior to the
     complete  exercise of options granted to him under the Plan, such remaining
     options  may be  exercised  in  whole  or in  part  after  the  date of the
     optionee's  death only: (i) by the optionee's  estate or by or on behalf of
     such person or persons to whom the optionee's  rights under the option pass
     under the optionee's Will or the laws of descent and distribution;  (ii) to
     the extent that the  optionee  was  entitled to exercise  the option at the
     date of his death;  and (iii)  prior to the  expiration  of the term of the
     option.

(f)  Termination of Employment.  An Incentive  Stock Option shall be exercisable
     during the  lifetime of the  optionee to whom it is granted only if, at all
     times during the period beginning on the date of the granting of the option
     and ending on the day three months before the date of such exercise,  he is
     an employee of the  Company or any of its  parents or  subsidiaries,  or an
     employee of a corporation  or a parent or  subsidiary  of such  corporation
     issuing or assuming an option  granted  hereunder in a transaction to which
     Section 424(a) of the Code applies; provided,  however, that in the case of
     an optionee who is disabled  within the meaning of Section  22(e)(3) of the
     Code, the three month period after cessation of employment  during which an
     Incentive   Stock   Option  shall  be   exercisable   shall  be  one  year.
     Notwithstanding  the foregoing,  no option shall be  exercisable  after the
     expiration  of its  term  thereof.  For  purposes  of this  subsection,  an
     employment  relationship  will be treated as  continuing  intact  while the
     optionee  is on  military  duty,  sick  leave or other  bona fide  leave of
     absence,  such as temporary employment by the Government,  if the period of
     such leave does not exceed 90 days, or, if longer,  so long as a statute or
     contract guarantees the optionee's right to re-employment with the Company,
     or any of its parents or subsidiaries,  or another  corporation  issuing or
     assuming an option  granted  hereunder in a  transaction  to which  Section
     424(a) of the Code  applies.  When the period of leave  exceeds 90 days and
     the individual's right to re-employment is not guaranteed either by statute
     or by  contract,  the  employment  relationship  will  be  deemed  to  have
     terminated on the 91st day of such leave.

(g)  Anti-Dilution  Provisions.  Subject to the provisions of Section 422 of the
     Code and the regulations promulgated  thereunder,  the aggregate number and
     kind of Shares  available  for options  under the Plan,  and the number and
     kind of Shares subject to, and the option price of, each outstanding option
     shall  be  proportionately  adjusted  by the  Committee  for any  increase,
     decrease or change in the total outstanding Shares of the Company resulting
     from   a   stock   dividend,   recapitalization,   merger,   consolidation,
     combination,  exchange of Shares or similar  transaction (but not by reason
     of the issuance or purchase of Shares by the Company in  consideration  for
     money, services or property).

(h)  Power to Establish Other  Provisions.  Subject to the provisions of Section
     422 of the Code and the regulations promulgated thereunder, options granted
     under  the Plan  shall  contain  such  other  terms and  conditions  as the
     Committee shall deem advisable.

     6. Exercise of Option. Options shall be exercised as follows:

(a)  Notice and  Payment.  Each option,  or any  installment  thereof,  shall be
     exercised,  whether in whole or in part,  by giving  written  notice to the
     Company at its principal office,  specifying the number of Shares purchased
     and the purchase price being paid, and accompanied by the payment of all or
     such part of the purchase  price as shall be  specified  in the option,  by
     cash or by certified or bank check payable to the order of the Company.  If
     a registration  statement  covering the issuance of the Shares has not been
     filed under the Securities Act of 1933, as amended (hereinafter referred to
     as the "Act"),  and at the time of exercise is not effective and current in
     accordance  with the  requirements  of the Act, then each such notice shall
     also  contain  appropriate   representations  on  behalf  of  the  optionee
     regarding,   among  other  things,   compliance  with  the  Act,  available
     exemptions  from  registration,  investment  intent and  restrictions  upon
     resale of the Shares, as are deemed appropriate by the Company.

          Appropriate  legends  may be  placed  on any  certificate  for  Shares
     received by an optionee  pursuant to the  exercise of an option in order to
     give notice of the transfer  restrictions set forth herein, and the Company
     may cause stop transfer orders to be placed against such  certificates.  It
     shall be a further condition to any exercise of the option and the purchase
     of Shares  pursuant  thereto that the Company counsel be satisfied that the
     issuance of such shares  will be in  compliance  with the Act and any other
     laws applicable thereto,  and the Company shall be entitled to receive such
     other information,  assurances, documents, representations or warranties as
     it or its counsel may reasonably require with respect to such compliance.

(b)  Issuance of Certificates. Certificates representing the Shares purchased by
     the optionee shall be issued as soon as practicable  after the optionee has
     complied with the provisions of Section 6(a) hereof.

(c)  Rights as a Shareholder. The optionee shall have no rights as a Shareholder
     with respect to the Shares  purchased until the date of the issuance to him
     of a Certificate representing such Shares.

(d)  Disposition  of Shares.  Subject to the  provisions of Section 6(a) hereof,
     any  disposition,  within the  meaning of  Section  424(c) of the Code,  of
     Shares  acquired by the  exercise of an Incentive  Stock Option  within two
     years  from the date of grant of the  option or within  one year  after the
     transfer of the Shares to the optionee shall be a disqualifying disposition
     as defined  in  Section  421(b) of the Code;  provided,  however,  that the
     foregoing  holding  periods  shall not apply to the  disposition  of Shares
     after the death of the  optionee  by the  estate of the  optionee,  or by a
     person who  acquired the Shares by bequest or  inheritance  or by reason of
     the death of the optionee.  For purposes of the preceding sentence,  in the
     case of a  transfer  of  Shares  by an  insolvent  optionee  to a  trustee,
     receiver  or similar  fiduciary  in any  proceeding  under  Title 11 of the
     United  States  Code or any  similar  insolvency  proceeding,  neither  the
     transfer,  nor any other  transfer  of such  Shares for the  benefit of his
     creditors in such proceeding, shall constitute a disposition.

(e)  Order of Option  Exercise.  An optionee may exercise the options granted by
     the Company under the Plan in any order the optionee chooses  regardless of
     the chronological order in which the options were granted by the Company.

     7. Special  Provisions  Regarding Option Grants to Non-Employee  Directors.
Pursuant  to the  terms  of  this  Plan,  each  non-employee  Director  of  this
Corporation  shall be  entitled to receive a one-time  grant of a  Non-Qualified
Option,  effective  upon the date of his/her  initial  election  to the Board of
Directors of the Corporation,  to purchase 36,000 Shares. The exercise price for
such option shall equal the fair market value of the Corporation's  Common Stock
on the grant date. Each such option shall vest as to exercisability with respect
to the first 20% of the shares subject thereto on the first  anniversary date of
the grant date of such option, and as to an additional 20% of the shares subject
thereto on each of the second,  third, fourth and fifth anniversary dates of the
grant  date.  Any  such  options  granted  to  non-employee   Directors  of  the
Corporation  shall be exercisable only during the holder's term as a Director of
the Corporation, and shall automatically expire upon the date that a Director is
no longer serving as a Director,  except that an option may be exercisable after
the  death,   disability,   as  defined   in  Section   22(e)(3)   of  the  Code
("Disability"),  or  retirement  from the  Board at the age of 65 or  thereafter
("Retirement"),  of a holder  while a Director  of the Company at any time until
the  earlier  to  occur of (i) the one year  anniversary  of the date of  death,
Disability, or Retirement and (ii) the expiration of the term of such option. No
shares of Common  Stock  issuable  upon the  exercise  of an option may be sold,
assigned,  pledged or otherwise transferred for a period of six months after the
later to occur of (x) the adoption of the Plan by the Company's shareholders and
(y) the grant of the option,  as is  specified in Rule 16b-3 (or other period of
time  specified  in such rule as such rule may be amended  from time to time) of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").  It is
intended  that  this  part  of the  Plan  as it  applies  to  option  grants  to
non-employee  Directors  will  constitute a "formula plan" within the meaning of
Rule 16b-3 under the  Exchange  Act, and the  provisions  of the Plan and of any
option  agreement  made  pursuant  to the Plan will be  interpreted  and applied
accordingly. At any time the Committee may suspend or terminate this part of the
Plan and make  such  additions  or  amendments  thereto  as it deems  advisable;
provided,  that such  additions or amendments  are made in compliance  with Rule
16b-3 of the Exchange  Act (as such rule may be amended from time to time);  and
provided,  further,  that the terms of this paragraph  shall not be amended more
than once every six months  (other than to comply  with the  federal  securities
laws, the Code, or ERISA).

     8. Term of Plan.  Options may be granted  pursuant to the Plan from time to
time  within a period of ten years  after  the date the Plan is  adopted  by the
Board of  Directors  of the  Company  or the date  the Plan is  approved  by the
holders of a majority of the outstanding  Shares of the Company,  whichever date
is  earlier.  However,  the Plan shall not take  effect  until  approved  by the
holders  of a  majority  of the  outstanding  Shares of the  Company,  at a duly
constituted meeting thereof,  held within 12 months before or after the date the
Plan is adopted by the Board of Directors.

     9.  Amendment and  Termination  of Plan.  The  Committee,  without  further
approval  of the  Shareholders  of the  Company,  may at  any  time  suspend  or
terminate the Plan,  or may amend it from time to time in any manner;  provided,
however,  that no amendment  shall be effective  without  prior  approval of the
Shareholders of the Company which would:  (i) except as provided in Section 5(g)
hereof,  increase the maximum  number of Shares for which options may be granted
under the  Plan;  (ii)  change  the  eligibility  requirements  for  individuals
entitled  to receive  options  under the Plan;  or (iii) cause  Incentive  Stock
Options  granted or to be granted under the Plan to fail to qualify as Incentive
Stock  Options  under  Section 422 of the Code and the  regulations  promulgated
thereunder.

     10.  Shares  Reserved.  The Board of Directors of the Company  shall at all
times  during the term of this Plan  reserve and keep  available  such number of
Shares as will be sufficient to satisfy the requirements of this Plan, and shall
pay all original issue taxes on the exercise of options,  and all other fees and
expenses necessarily incurred by the Company in connection therewith.

     11.  Application  of  Proceeds.  The  proceeds of the sale of Shares by the
Company under the Plan will  constitute  general funds of the Company and may be
used by the Company for any purpose.

Date approved by

Board of Directors - December 31, 2003

Shareholders - December 31, 2003