EXHIBIT 10.19

                              CONSULTING AGREEMENT

                THIS  AGREEMENT  dated  as of  March  8,  1999  between  PATIENT
INFOSYSTEMS,  INC., a Delaware corporation (the "Company"),  and JOHN V. CRISAN,
having an  address  at 591  Fallen  Leaf Way,  Incline  Village,  NV 89451  (the
"Consultant").

                                R E C I T A L S:

                WHEREAS,  the  Company  desires  to retain the  Consultant  as a
consultant  to the Company and a member of the Board of  Directors  on the terms
and conditions set forth herein.

                NOW, THEREFORE,  in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1.      DEFINITIONS

        As used in this  Agreement,  the following terms shall have the meanings
set forth below:

        1.1  "Basic Consulting Fee" shall have the meaning assigned to that term
 in Section 5 of this Agreement.

        1.2  "Board"  shall mean the Board of  Directors  of the Company as duly
constituted from time to time.

        1.3   "Business"   shall  mean  the   business  of  the   provision   of
patient-centered 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 patient management and to enhance
patient and provider information.

       1.4  "Cause" shall mean any of the following:

                  (a) The conviction of Consultant for a felony,  or the willful
commission by Consultant  of a criminal act that in the  reasonable  judgment of
the Company,  causes or will likely  cause  substantial  economic  damage to the
Company or substantial injury to the business reputation of the Company;

                  (b)  The   commission  by  Consultant  of  an  act  of  fraud,
misappropriation,  embezzlement,  theft, dishonesty or breach of duty of loyalty
in the performance of Consultant's duties on behalf of the Company; or

                  (c)  The  willful   failure  of   Consultant   to  perform  or
Consultant's  gross  negligence  in the  performance  of the material  duties of
Consultant  to  the  Company  (other  than  any  such  failure   resulting  from
Consultant's  incapacity due to physical or mental illness) after written notice
thereof  (specifying  the  particulars  thereof  in  reasonable  detail)  and  a
reasonable opportunity to be heard and cure such failure are given to Consultant
by the Company.

                  For purposes of this subparagraph,  no act, or failure to act,
on Employee's part shall be considered  "willful"  unless done, or omitted to be
done, by him not in good faith and without  reasonable belief that his action or
omission was in the best interests of the Company.

        1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules, regulations and interpretations issued thereunder.

        1.6  "Confidential  Information"  shall include,  without  limitation by
reason of specification,  any information,  including, without limitation, trade
secrets,  vendor and customer  lists,  pricing  policies,  operational  methods,
methods of doing business,  technical  processes,  formulae,  designs and design
projects,  inventions,  research projects, strategic plans, product information,
manufacturing and advertising  know-how,  possible  acquisition  information and
other business  affairs of the Company,  which (i) is or are designed to be used
in, or are or may be useful in connection  with the  Business,  or which results
from any of the research or development  activities of the Business,  or (ii) is
private or  confidential  in that it is not generally  known or available to the
public,  except  as the  result of  unauthorized  disclosure  by or  information
supplied by the  Consultant,  or (iii) gives the Company an  opportunity  or the
possibility of obtaining an advantage over  competitors  who may not know or use
such information or who are not lawfully permitted to use the same.

        1.7  "Disability"  shall mean the inability of the Consultant to perform
the Consultant's Duties for the Company pursuant to the terms of this Agreement,
because of  physical  or mental  disability,  where such  disability  shall have
existed for a period of more than 180 days in any 365 day period.  The existence
of a Disability  means that the  Consultant's  mental and/or physical  condition
substantially interferes with the Consultant's performance of his Duties for the
Company as specified in this Agreement.  The fact of whether or not a Disability
exists hereunder shall be determined by appropriate  medical experts selected by
the Board.

        1.8  "Duties" shall have the meaning assigned to that term in Section 2 
of this Agreement.

        1.9  "Consulting  Year"  shall mean each  twelve-month  period,  or part
thereof,  during which the Consultant is retained  hereunder,  commencing on the
Commencement Date and ending on the same day of the subsequent calendar year.

        1.10 "Term Date"  shall be the date on which the Term  expires if during
the period of the  initial  Term or the date that the  Renewal  Term  expires if
during the period of the Renewal Term.

        1.11  "Person"   shall  mean  any   individual,   sole   proprietorship,
partnership,  joint venture, trust,  unincorporated  organization,  association,
corporation, limited liability company, institution, public benefit corporation,
entity or  government  (whether  federal,  state,  county,  city,  municipal  or
otherwise, including, without limitation, any instrumentality, division, agency,
body or department thereof).

        1.12 "Term" shall have the meaning assigned to that term in Section 3 of
this  Agreement  and any  renewals  thereof as provided for in Section 7 of this
Agreement.

        1.13  "Renewal  Term"  shall have the  meaning  assigned to that term in
        Section 7 of this  Agreement.  1.14 "Voting Stock" shall mean the Common
        Stock of the Company, par value $.01 per share.

        Wherever  from the context it appears  appropriate,  each word or phrase
stated in either the singular or the plural  shall  include the singular and the
plural,  and each pronoun  stated in the  masculine,  feminine or neuter  gender
shall include the masculine, feminine and neuter.

2.      RETENTION AND DUTIES OF THE CONSULTANT

         The Company agrees to retain the Consultant,  and the Consultant agrees
to be  retained  by the  Company  upon  the  terms  and  conditions  hereinafter
provided. During the Term, the Consultant agrees to serve as a consultant to the
Company  and a member of the Board and will have such  powers  and duties as set
forth  on  Exhibit  A, as are  commensurate  with  such  position  and as may be
conferred upon him by the Board (the "Duties"). The Consultant shall devote such
amount of time, attention, skill and efforts to his duties as a Board member and
to such other Consultant  duties as are reasonably  assigned to him from time to
time by the Board;  provided,  however,  that Consultant  shall not provide less
than 24 nor be  obligated  to  devote  more than 30 weeks  per year  toward  the
performance  of his duties  hereunder.  During the Term,  Consultant:  (i) shall
comply with all laws,  statutes,  ordinances,  rules and regulations relating to
the  Business,  and (ii) shall not  engage in or become  employed,  directly  or
indirectly,  in a business  which  competes  with the  Business of the  Company,
without the prior written consent of the Chief Executive Officer of the Company,
nor shall he act as a consultant  to or provide any  services  to,  whether on a
remunerative basis or otherwise,  the commercial or professional business of any
other Person  which  competes  with the  Business of the  Company,  without such
written consent, which, in both instances, may be given or withheld by the Chief
Executive Officer in his absolute discretion.


3.      TERM OF RETENTION

        The retention of the Consultant  pursuant to this Agreement shall be for
the period of two (2) years (the  "Term")  commencing  on the date  hereof  (the
"Commencement  Date"), unless renewed pursuant to Section 7 or sooner terminated
pursuant to Section 8.

4.      COMPENSATION AND BENEFITS

        The Company shall pay the  Consultant,  as  compensation  for all of the
services to be rendered by him hereunder  during the Term, and in  consideration
of the various  restrictions  imposed upon the  Consultant  during the Term, the
Basic Consulting Fee and other benefits as provided for and determined  pursuant
to Sections 5 and 6, inclusive,  of this Agreement;  provided,  however, that no
compensation shall be paid to the Consultant under this Agreement for any period
subsequent  to the  termination  of the  Consultant  for any reason  whatsoever,
except as provided in Section 8.

5.      BASIC CONSULTING FEE

        The Company shall pay the  Consultant,  as  compensation  for all of the
services to be rendered by him  hereunder  during each Year, a fee of $5,000 per
week during which  services are provided by the  Consultant  to the Company (the
"Basic Consulting Fee"), payable monthly, less such deductions or amounts as are
required  to  be  deducted  or  withheld  by  applicable  laws  or  regulations,
deductions for the Consultant  contributions to welfare benefits provided by the
Company to the Consultant and such other  deductions or amounts,  if any, as are
authorized by the  Consultant.  The Basic  Consulting  Fee shall be prorated for
portions of weeks for which  services are  rendered.  The Basic  Consulting  Fee
shall also be prorated for the month in which retention by the Company commences
or terminates.

6.      ADDITIONAL BENEFITS, REIMBURSEMENT FOR EXPENSES AND STOCK      OPTIONS

         6.1  Additional  Benefits.  Except as provided in Sections  6.2 and 6.3
herein, the Company shall not provide any additional benefits to the Consultant.
It is expressly understood that Consultant is not an employee of the Company and
is therefore not entitled to  participate  or share in the Company's  insurance,
health or other benefit plans.

        6.2 Reimbursement  for Expenses.  The Company shall pay or reimburse the
Consultant for all reasonable business expenses actually incurred or paid by him
during  the  Term in the  performance  of his  services  under  this  Agreement,
including  business-related  travel  expenses to and from his home  inNevada and
Rochester,  New York and temporary housing expenses in Rochester, New York, upon
presentation  of  such  bills,  expense  statements,   vouchers  or  such  other
supporting information as the Board may reasonably require.

        6.3 Stock Options.  (a) On the date hereof,  the Company shall grant the
Consultant options to purchase during a ten (10) year term up to an aggregate of
150,000  shares of Common  Stock of the  Company,  par value $.01 per share (the
"Shares"), at a price of $1.50 per share, which options, to the extent possible,
shall qualify as Incentive  Stock Options under the Company's  Stock Option Plan
and which options shall vest as follows:

                  (i) Options to purchase  first 75,000 Shares shall vest on the
first anniversary of this Agreement;

                  (ii)   Options to purchase the next 37,500 Shares shall vest
on the second anniversary of this Agreement;

                  (iii)  Options to purchase the final 37,500  Shares shall vest
on the third anniversary of this Agreement;

        provided,  however,  that no options shall vest if the Consultant is not
retained by the Company on the date of vesting.

                (b) In the  event of a Change of  Control  of the  Company,  all
options  granted   hereunder  shall  immediately  vest.  For  purposes  of  this
Agreement, a "Change of Control" of the Company shall be deemed to have occurred
upon the earliest of the following events:

                  (i) any  "person,"  as such  term is  defined  under  Sections
                  3(a)(9) and 13(d) of the Securities  Exchange Act of 1934 (the
                  "Exchange Act") who is not an Affiliate of Company on the date
                  hereof,  becomes a "beneficial owner," as such term is used in
                  Rule  13d-3  under the  Exchange  Act,  of a  majority  of the
                  Company's Voting Stock;

                  (ii)   the Company adopts any plan of liquidation providing 
                  for the distribution of all or substantially all of its
                  assets; or

                  (iii) the Company is party to a merger,  consolidation,  other
                  form of business combination or a sale of all or substantially
                  all of its assets, unless the business of Company is continued
                  following any such  transaction  by a resulting  entity (which
                  may be,  but need not be,  Company)  and the  shareholders  of
                  Company  immediately prior to such transaction hold,  directly
                  or indirectly, a majority of the voting power of the resulting
                  entity.

7.      RENEWAL OF TERM

        If  the  Consultant's   retention  hereunder  has  not  previously  been
terminated in accordance with Section 8 hereof,  then the Term shall be extended
only upon the mutual written agreement of the parties.

8.      TERMINATION OF RETENTION

        8.1 Death.  If the Consultant  dies during the Term, his retention under
this  Agreement  shall  automatically  terminate on the date of his death and no
further   compensation   shall  be  due  hereunder  to  the  Consultant  or  the
Consultant's estate.

        8.2  Disability.  If, during the Term,  the Consultant has a Disability,
the Company may, at any time after the  Consultant  has a Disability,  terminate
the  Consultant's  retention  by  written  notice to him.  In the event that the
Consultant's retention is terminated as a result of a Disability, the Consultant
shall cease to receive any further compensation hereunder.

        8.3 Voluntary  Termination.  If the Consultant  terminates his retention
with the  Company at any time  during the term of this  Agreement  and except as
expressly  permitted  under  Section  8.5,  he  shall  be  deemed  to have  been
terminated  by the Company for Cause and shall be subject to the  provisions  of
Section 8.4 hereof.

        8.4  Termination for Cause.  The Company may terminate the  Consultant's
retention  hereunder  for  Cause  at any  time by  written  notice  given to the
Consultant by the Board. If the Consultant's  retention is terminated for Cause,
he shall be entitled to receive  only the  portion of his Basic  Consulting  Fee
accrued  and not  theretofore  paid to him and  reimbursement  for any  expenses
properly incurred by the Consultant and supported by appropriate vouchers, which
expenses  have  been  incurred  prior  to the date of such  termination  and not
theretofore  reimbursed.  Except  as  set  forth  in the  immediately  preceding
sentence,  all of the  Consultant's  rights to  compensation  hereunder shall be
terminated.

        8.5 Termination without Cause. Either party may terminate this Agreement
for any reason and without  liability  for a period of ninety (90) days from the
date of this  Agreement.  The Company may terminate the  Consultant's  retention
hereunder without Cause upon written notice to the Consultant at any time during
the  Term  of  this  Agreement,  provided  that if the  Company  terminates  the
Consultant for any reason after 90 days from the date of this  Agreement,  other
than (i) the  failure  by  Consultant  to perform  his Duties in the  reasonable
judgment of the Board or (ii) for Cause, the Company shall pay to the Consultant
severance  payments  equal to the amount of the Basic  Consulting Fee previously
paid to the Consultant  under this  Agreement up to the date of termination  but
not to exceed $100,000,  to be payable in equal monthly installments of not more
than $20,000  installments as set forth in Section 5. In addition,  in the event
the  Company  terminates  the  Consultant  for any  reason,  the  Company  shall
reimburse the  Consultant for any expenses  properly  incurred by the Consultant
and supported by proper vouchers, which expenses have been incurred prior to the
date of such termination and not theretofore reimbursed.

9.      REPRESENTATION AND WARRANTY BY THE CONSULTANT

        The Consultant hereby  represents and warrants to the Company,  the same
being part of the essence of this Agreement,  that, as of the Commencement Date,
he is not a party to any agreement, contract or understanding, and that no facts
or circumstances  exist,  which would in any way restrict or prohibit him in any
material way from  undertaking or performing any of his  obligations  under this
Agreement.  The  foregoing  representation  and warranty  shall remain in effect
throughout the Term.

10.     CONFIDENTIAL INFORMATION AND PROPRIETARY INTERESTS

        10.1 Acknowledgment of Confidentiality.  The Consultant  understands and
acknowledges that he may obtain  Confidential  Information  during the course of
his  retention by the Company.  The  Consultant  further  acknowledges  that the
services  to be  rendered  by him are of a  special,  unique  and  extraordinary
character  and that, in connection  with such  services,  he will have access to
Confidential  Information  vital to the  Company.  Accordingly,  the  Consultant
agrees that he shall not, during the Term or thereafter, (i) use or disclose any
such  Confidential  Information,  (ii)  furnish to any third  party or allow any
third party to use any such Confidential  Information,  (iii) publish any works,
speeches or articles  with  respect  thereto,  or (iv) except as required in the
proper  performance of his services  hereunder,  remove or aid in the removal of
any Confidential  Information or any property or material  relating thereto from
the premises of the Company.

                The  foregoing  confidentiality  provisions  shall  cease  to be
applicable to any Confidential  Information which becomes generally available to
the  public  (except  by  reason  of or as a  consequence  of a  breach  by  the
Consultant of his obligations under this Section 10).

                In the event the  Consultant is required by law or a court order
to disclose any such  Confidential  Information,  he shall  promptly  notify the
Company of such  requirement  and provide  the Company  with a copy of any court
order or of any law which in his opinion  requires such  disclosure  and, if the
Company so elects,  to the extent that he is legally able, permit the Company an
adequate opportunity, at its own expense, to contest such law or court order.

        10.2 Delivery of Material.  The Consultant  shall promptly,  and without
charge, deliver to the Company on the termination of his retention hereunder, or
at any other time the Company may so request,  all  memoranda,  notes,  records,
reports,  manuals,  computer disks, videotapes,  drawings,  blueprints and other
documents (and all copies  thereof)  relating to the Business,  and all property
associated therewith, which he may then possess or have under his control.

        10.3 Customer and Vendor Lists. The Consultant acknowledges that (i) all
lists of customers and vendors of the Company  developed  prior to or during the
course of the Consultant's  retention and/or by the Company are and shall be the
sole  and  exclusive   property  of  the  Company  and  the  Consultant  further
acknowledges  and agrees that he neither has nor shall have any personal  right,
title  or  interest  therein;  (ii)  such  lists  are and  must  continue  to be
Confidential  Information;  and (iii) such lists are not readily  accessible  to
competitors of the Company or any other third parties.

        10.4 Ideas,  Programs,  Etc. If, during the Term, the Consultant invents
or  develops  any  ideas,  vendor  lists or the like,  relating  to or useful in
connection with the Business,  the same are and shall remain the property of the
Company, and the Consultant shall promptly deliver all copies of the same to the
Company,  assign his interest  therein to the Company and execute such documents
as the Company's counsel may request to convey title thereof to the Company. The
Consultant shall not be entitled to any compensation,  other than as provided in
this  Agreement,  for carrying  out his  obligations  to the Company  under this
Section 10.4 or any other subsection of this Section 10.

        10.5  Extension of Section 10. All of the provisions of Section 10 shall
be deemed to be applicable  to all  Confidential  Information  and to all ideas,
programs, etc., as referred to in Section 10.4, to which the Consultant may have
obtained access or which he may have invented or developed  during his retention
by the Company.

11.     COMPETITIVE ACTIVITY

        The  Consultant  shall  not  engage,   directly  or  indirectly  in  any
Competitive  Activity  for a period  of one (1) year  after the  termination  of
Consultant's  retention  with  the  Company,   provided  however,  that  if  the
Consultant is terminated without Cause as defined in Section 1.4 hereof, he will
not be subject to the  provisions  of this  Section  11.  For  purposes  of this
Agreement,  Consultant  shall be  considered  to have engaged in a  "Competitive
Activity" if Consultant:

         (i)  directly  or   indirectly,   takes  any  action  or  engages,   or
         participates  in or within or becomes  interested in or associated with
         enters into the  employment  of,  renders any service,  engages,  owns,
         manages,  operates,  joins, or otherwise  offers other assistance to or
         participates  in or becomes  connected  with, as an officer,  director,
         employee,  principal,  agent,  creditor,  proprietor,   representative,
         stockholder,  partner,  associate,  consultant or otherwise, any Person
         that  is  engaged  or  becomes  engaged  in  a  business  which  is  in
         competition with the Business;  provided, however, Consultant shall not
         be  prohibited  from making an investment in less than 1% of the equity
         of a public company;

         (ii)  whether  for his own  account or for the  account of any  Person,
         attempts to  solicit,  endeavor  to entice  away from the  Company,  or
         otherwise  interferes  with any  relationship  of the Company  with any
         person who is (i) employed by, or otherwise engaged to perform services
         for,  the  Company or was so employed or engaged by the Company (or any
         of its  predecessors)  at any time during the one year period  prior to
         the date of the termination of Employee's  employment,  including,  but
         not limited to, any independent contractors,  or (ii) any Person who is
         or was,  within the then most  recent  eighteen  (18) month  period,  a
         customer or client of the Company.

          (iii) otherwise interferes with the relationships between the Company
and its employees, customers or suppliers.

12.     DISPUTES AND REMEDIES

        12.1 Injunctive Relief. If the Consultant commits a breach, or threatens
to commit a breach,  of any of the  provisions  of  Sections  8.4, 10 or 11, the
Company  shall have the  following  rights and remedies  (each of which shall be
independent of the other, and shall be severally  enforceable,  and all of which
shall be in  addition  to,  and not in lieu of, any other  rights  and  remedies
available to the Company at law or in equity):

         (i) the  right  and  remedy to have the  provisions  of this  Agreement
         specifically enforced by any court having equity jurisdiction, it being
         acknowledged  by the  Consultant  that any such  breach  or  threatened
         breach  will or may cause  irreparable  injury to the  Company and that
         money  damages  will or may  not  provide  an  adequate  remedy  to the
         Company; and

         (ii) the right and remedy to require the  Consultant to account for and
         pay over to the Company all compensation,  profits, monies, increments,
         things  of  value  or  other  benefits,  derived  or  received  by  the
         Consultant  as the result of any acts or  transactions  constituting  a
         breach of any of the  provisions  of  Sections  8.4,  10 or 11, of this
         Agreement, and the Consultant hereby agrees to account for and pay over
         all such compensation,  profits, monies, increments, things of value or
         other benefits to the Company.

        12.2 Partial Enforceability. If any provision contained in Sections 8.4,
10 or 11, or any part thereof, is construed to be invalid or unenforceable,  the
same shall not affect the remainder of the  Consultant's  agreements,  covenants
and undertakings,  or the other restrictions which he has accepted,  in Sections
8.4, 10 or 11, and the remaining such  agreements,  covenants,  undertakings and
restrictions  shall be given the fullest possible effect,  without regard to the
invalid parts.

        12.3 Intention of Parties.  It is distinctly  understood and agreed that
the  confidentiality,  proprietary right and restrictive  covenant provisions of
this   Agreement  have  been  accepted  and  agreed  to  by  the  Consultant  in
contemplation of this Agreement.  It is therefore the specific  intention of the
parties,   any  general   considerations   of  public  policy  to  the  contrary
notwithstanding,  that  the  provisions  of  Sections  8.4,  10 or 11,  of  this
Agreement shall be enforced as written and to the fullest extent possible.

        12.4 Adjustment of  Restrictions.  Despite the prior  provisions of this
Section 12, if any covenant or agreement contained in Sections 8.4, 10 or 11, or
any  part  thereof,  is  held  by any  court  of  competent  jurisdiction  to be
unenforceable  because of the duration of such provision or the geographic  area
covered  thereby,  the court making such  determination  shall have the power to
reduce the duration or  geographic  area of such  provision  and, in its reduced
form, such provision shall be enforceable.

13.     SURVIVAL

        The  provisions  of Sections 8, 9, 10, 11, 12 and this  Section 13 shall
survive termination of this Agreement and remain enforceable  according to their
terms.

14.     SEVERABILITY

        The  invalidity or  unenforceability  of any provision of this Agreement
shall in no way affect the validity or  enforceability  of any other  provisions
hereof.

15.     NOTICES

        All  notices,  demands and  requests  required or  permitted to be given
under the  provisions  of this  Agreement  shall be deemed duly given if made in
writing and  delivered  personally  or mailed by postage  prepaid  certified  or
registered mail, return receipt requested,  accompanied by a second copy sent by
ordinary mail, which notices shall be addressed as follows:

                If to the Company:

                Patient Infosystems, Inc.
                46 Prince Street
                Rochester, New York 14607


                If to the Consultant:

                John V. Crisan
                591 Fallen Leaf Way
                Incline Village, NV   89451


        By notifying the other parties in writing, given as aforesaid, any party
may from time to time  change  his or its  address  or the name of any person to
whose  attention  notice  is to be  given,  or may add  another  person to whose
attention notice is to be given, in connection with notice to any party.

16.     ASSIGNMENT AND SUCCESSORS

        Neither this Agreement nor any of his rights or Duties  hereunder may be
assigned or delegated by the  Consultant.  This Agreement may not be assigned by
the Company  without the consent of the  Consultant  except to any  successor in
interest  which  takes  over all or  substantially  all of the  business  of the
Company as it is conducted at the time of such assignment.  Any corporation into
or with which the Company is merged or  consolidated  or which takes over all or
substantially  all of the  business  of the  Company  shall  be  deemed  to be a
successor of the Company for purposes  hereof.  This Agreement  shall be binding
upon and,  except as  aforesaid,  shall  inure to the benefit of the parties and
their respective successors and permitted assigns.

17.     ENTIRE AGREEMENT, WAIVER AND OTHER

        17.1.  Integration.  This Agreement contains the entire agreement of the
parties  hereto on its subject  matter and  supersedes  all previous  agreements
between the parties hereto,  written or oral,  express or implied,  covering the
subject matter hereof. No representations,  inducements, promises or agreements,
oral or otherwise, not embodied herein, shall be of any force or effect.

        17.2. No Waiver.  No waiver or  modification of any of the provisions of
this  Agreement  shall be valid  unless in writing and signed by or on behalf of
the party  granting such waiver or  modification.  No waiver by any party of any
breach or default  hereunder  shall be deemed a waiver of any repetition of such
breach or  default or shall be deemed a waiver of any other  breach or  default,
nor shall it in any way  affect  any of the other  terms or  conditions  of this
Agreement or the enforceability  thereof.  No failure of the Company to exercise
any  power  given it  hereunder  or to  insist  upon  strict  compliance  by the
Consultant with any obligation hereunder,  and no custom or practice at variance
with the terms hereof,  shall constitute a waiver of the right of the Company to
demand strict compliance with the terms hereof.

        The  Consultant  shall  not  have  the  right  to  sign  any  waiver  or
modification  of any provisions of this Agreement on behalf of the Company,  nor
shall any  action  taken by the  Consultant  reduce his  obligations  under this
Agreement.

        This Agreement may not be supplemented or rescinded except by instrument
in writing  signed by the parties  hereto  after the date  hereof.  Neither this
Agreement  nor  any  of the  rights  of any  of  the  parties  hereunder  may be
terminated  except  as  provided  herein.  No waiver  of any  provision  of this
Agreement or any amendment of this  Agreement  shall be binding upon the Company
unless approved by the Board.

18.     GOVERNING LAW

        This Agreement  shall be governed by and  construed,  and the rights and
obligations of the parties hereto  enforced,  in accordance with the laws of the
State of New York, without regard to conflicts of laws principles.

19.     HEADINGS

        The Section and subsection  headings  contained herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.


<PAGE>



        IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the
date first written above, to be effective as of the Commencement Date.

                                                  PATIENT INFOSYSTEMS, INC.



                                                  By:  /s/  Donald A. Carlberg
                                                  Name: Donald A. Carlberg
                                                  Title:   President






                                                  /s/  John V. Crisan
                                                  John V. Crisan


<PAGE>


                                    EXHIBIT A

                                     Duties


        - Oversee financial affairs and internal operations of the Company
        - Assist senior and mid-level managers in establishing and achieving
          both corporate and individual goals and objectives
        - Plan for and manage through anticipated growth
        - Achieve and expand Company profitability
        - Establish organizational discipline and focus so as to deliver 
          steadily improving and predictable operating results
        - Assist CEO with investor relations responsibilities