EXHIBIT 10.15

                            ASSET PURCHASE AGREEMENT








                                   DATED AS OF
                               SEPTEMBER 29, 1998



                                      AMONG


                     PATIENT INFOSYSTEMS ACQUISITION CORP.,

                            PATIENT INFOSYSTEMS, INC.

                                       AND

                             HEALTHDESK CORPORATION




<PAGE>


                                TABLE OF CONTENTS


ARTICLE 1. TRANSFER OF ASSETS..................................................1

         1.1      Intellectual Property........................................1
                 
         1.2      Inventories..................................................1
                  
         1.3      Equipment and Packaged Software..............................1
                 
         1.4      Books and Records............................................2
                 
         1.5      Prepaid Expenses.............. ..............................2
                
         1.6      Permits, etc.................................................2
                  
         1.7      All Property Not Elsewhere Described.........................2
                  
         1.8      Excluded Assets..............................................2
                  

ARTICLE 2. PURCHASE PRICE......................................................2

         2.1      Payment of Purchase Price....................................2
                 
         2.2      Allocation of Purchase Price.................................3
                  

ARTICLE 3. THE CLOSING............................................ ............3


ARTICLE 4. ASSUMPTION OF LIABILITIES...........................................3


ARTICLE 5. EXCISE AND PROPERTY TAXES...........................................3

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF SELLER............................3

         6.1      Organization, Good Standing and Qualification................4
                 
         6.2      Financial Statements............................. ...........4
                 
         6.3      Absence of Specified Changes.................................4
                  
         6.4      Taxes......................................  ................5
                  
         6.5      Real Property................................................6
                   
         6.6      Inventories..................................................6
                  
         6.7      Intellectual Property.......................... .............6
                 
         6.8      Trade Secrets................................................6
                  
         6.9      Title to Assets................................. ............6
                  
         6.10     Customers and Sales..........................................7
                  
         6.11     Existing Employment Contracts................................7
                  
         6.12     Insurance Policies...........................................7
                 
         6.13     Other Contracts..............................................7
                 
         6.14     Compliance with Laws............................. ...........7
                  
         6.15     Litigation...................................................7
                
         6.16     Assets Sufficient for Conduct of Business....................8
                 
         6.17     Agreement Will Not Cause Breach or Violation.................8
                  
         6.18     Authority and Consents.......................................8
                  
         6.19     Interest in Customers, Suppliers and Competitors.............8
                  
         6.20     Employee Identification and Compensation.....................8
                 
         6.21     No Subsidiaries..............................................8
                  
         6.22     Environmental Matters........................................8
                  
         6.23     Employee Benefit Plans......................................10
                  
         6.24     Product Warranties..........................................10
                  
         6.25     Software....................................................10
                 
         6.26     Documents Delivered.........................................10
                
         6.27     Full Disclosure.............................................11
                 

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT.................11

         7.1      Organization................................................11
                  
         7.2      Authority and Consents.........  ...........................11
                  
         7.3      Agreement Will Not Cause Breach Or Violation................11
                  

ARTICLE 8. OBLIGATIONS OF THE PARTIES BEFORE CLOSING..........................12

         8.1      Buyer's Access to Premises and Information........ .........12
                  
         8.2      Conduct of Business in Normal Course....................  ..12
                
         8.3      Preservation of Business and Relationships..................12
                 
         8.4      Maintenance of Insurance....................................12
                 
         8.5      Employees and Compensation..................................12
                 
         8.6      New Transactions............................................12
                  
         8.7      Payment of Liabilities and Waiver of Claims.................13
                  
         8.8      Existing Agreements............................... .........13
                 
         8.9      Consent of Others...........................................13
                  
         8.10     Representations and Warranties True at Closing..............13
                  
         8.11     Sales and Use Tax on Prior Sales.............. .............13
                  
         8.12     Statutory Filings........................ ..................13
                  
         8.13     Negotiations with Certain Customers.........................13
                  
         8.14     License Agreement...........................................13
                  
         8.15     Sublease....................................................14
                  

ARTICLE 9. CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE........................14

         9.1      Accuracies of Seller's Representations  and Warranties.... .14
                  
         9.2      Absence of Liens............................................14
                  
         9.3      Seller's Performance........................................14
                
         9.4      Certification by Seller......................... ...........14
                 
         9.5      Assignment and Assumption Agreements........................14
                 
         9.6      Bill of Sale................................................14
                  
         9.7      Opinion of Seller's Counsel.................................14
                  
         9.8      Absence of Litigation.......................................14
                  
         9.9      Corporate Approval..........................................15
                 
         9.10     Good Standing Certificate................... ...............15
                 
         9.11     Consents....................................................15
                 
         9.12     Approval of Documentation...................................15
                  
         9.13     Employment Arrangements.....................................15
                  
         9.14     Bulk Transfer Notice........................................15
                
         9.15     Change of Corporate Name....................................15
                  
         9.16     Condition of Assets.........................................15
                  
         9.17     MIIX Agreement..............................................15
                  
         9.18     HBOC Agreement.................................... .........15
                  

ARTICLE 10. CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE......................15

         10.1     Accuracy of Buyer's Representations and Warranties..........15
                  
         10.2     Buyer's and Parent's Performance.........  .................16
                
         10.3     Payment of Purchase Price...................................16
                 
ARTICLE 11. OBLIGATIONS OF THE PARTIES AFTER THE CLOSING......................16

         11.1     Preservation of Goodwill....................................16
                  
         11.2     Change of Name..............................................16
              
         11.3     Access to Records...........................................16
                  
         11.4     Nonsolicitation of Employees................................17
                 
         11.5     Further Assurances..........................................17
                 
         11.6     Termination of IAC Contract.................................17
                 

ARTICLE 12.     INDEMNIFICATION...............................................17

         12.1.    Indemnification by Seller...................................17
         12.2.    Indemnification by Buyer....................................17
         12.3.    Notice and Defense of Third Party Claims....................17

ARTICLE 13.  COSTS............................................................18

         13.1     Finder's or Broker's Fees................. .................18
                 
         13.2     Expenses....................................................18
                 
ARTICLE 14.   FORM OF AGREEMENT...............................................18

         14.1     Headings....................................................18
                
         14.2     Entire Agreement; Modification; Waiver......................18
                  
         14.3     Counterparts................................................18
                  

ARTICLE 15.   PARTIES.........................................................19

         15.1     Parties in Interest.........................................19
                 
         15.2     Assignment..................................................19
                  

ARTICLE 16.   TERMINATION.....................................................19

         16.1.    Termination by Mutual Consent...............................19
         16.2.    Termination by Buyer or Seller..............................19
         16.3.    Effect of Termination..................... .................19

ARTICLE 17. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............19


ARTICLE 18.   NOTICES.........................................................20


ARTICLE 19.   GOVERNING LAW...................................................20


ARTICLE 20.   MISCELLANEOUS...................................................20

         20.1     Recovery of Litigation Costs.....................   ........20
                  
         20.2     Announcements...............................................20
                 
         20.3     References..................................................21
                 

                                                                                
         This Asset Purchase Agreement (the "Agreement"),  dated as of September
29, 1998 among PATIENT  INFOSYSTEMS  ACQUISITION  CORP., a Delaware  corporation
("Buyer"),  PATIENT INFOSYSTEMS,  INC., a Delaware corporation  ("Parent"),  and
HEALTHDESK CORPORATION, a California corporation ("Seller").

                                   WITNESSETH:

         WHEREAS,  Seller owns certain  assets which it uses in the operation of
its  business  being  generally  the design,  development  and  marketing of the
HealthDesk  Online software,  the CareTeam Connect software and software related
products for use in the healthcare,  wellness and disease management  industries
(such  business  currently  operated by Seller  being  referred to herein as the
"Business").

         WHEREAS,  Buyer desires to purchase  from Seller and Seller  desires to
sell to Buyer,  on the terms and subject to the  conditions  of this  Agreement,
substantially all of the assets and properties used in the Business,  other than
certain excluded assets described below.

         THEREFORE,  in  consideration  of  the  mutual  covenants,  agreements,
representations and warranties contained in this Agreement, the parties agree as
follows:

ARTICLE 1.........TRANSFER OF ASSETS

         Subject to the terms and conditions set forth in this Agreement, Seller
agrees to sell, convey, transfer,  assign and deliver to Buyer, and Buyer agrees
to purchase  from Seller at the Closing  described in Article 3 hereof,  all the
assets,  properties  and  business  of  Seller  of  every  kind,  character  and
description, whether tangible, intangible, real, personal or mixed, and wherever
located  (but  excluding  any  assets  specifically  excluded  in the  following
Sections of this Article 1), all of which are sometimes collectively referred to
in this Agreement as the "Assets," including, but not limited to, the following:

         1.1......Intellectual  Property.  All trade names  (including,  but not
limited  to, the name  "HealthDesk"),  trademarks,  service  marks,  copyrights,
patents, patent rights, inventions,  licenses,  computer programs (regardless of
state of completion and including all work product), brand names, trade secrets,
technical know-how, goodwill and other intangibles (including without limitation
(i) tort or insurance  proceeds  arising out of any damage or destruction of any
of the  Assets  between  the date of this  Agreement  and the  Closing  Date (as
hereinafter  defined),  (ii) all  right,  title  and  interest  of Seller in the
license  and  service   agreements   identified  on  Schedule  1.1(the  "License
Agreements"),  (iii) the intellectual  property  identified on Schedule 6.7, and
(iv) the software  identified  on Schedule  6.25 and all  programs,  designs and
documentation for such software used by Seller in (or owned by Seller and useful
in) the  operation of the Business)  (the assets  described in this Section 1.1,
collectively, the "Intellectual Property");

         1.2......Inventories.  All of Seller's finished goods and raw materials
(whether  expensed or not),  including work in process,  shrink wraps,  CD roms,
spare parts and repair materials that are actually on hand with Seller as of the
Closing  Date,  an  approximate  summary  of which  items  currently  on hand is
attached  hereto as Schedule 1.2  (hereinafter  referred to  collectively as the
"Inventories");

         1.3......Equipment and Packaged Software. Seller's office equipment and
computer  hardware  specifically set forth on Schedule 1.3 (the "Equipment") and
the Packaged Software listed on Schedule 1.3a (the "Packaged Software");

         1.4......Books and Records. All papers,  computerized databases,  files
and records in Seller's care,  custody or control  relating to any or all of the
above described Assets and the operation thereof, including, but not limited to,
all  blueprints  and  specifications,   product  designs,  marketing  materials,
demonstration  packages and product  materials,  environmental  control records,
sales records,  marketing  materials,  maintenance and production  records,  and
plans  and  designs  of  buildings,  structures,  fixtures  and  equipment,  but
excluding  personnel and labor  relations  records and  accounting and financial
records;

         1.5......Prepaid  Expenses.  All prepaid  expenses and  other  prepaid 
items relating to any of the Assets and the operation of the Business;

         1.6......Permits,  etc. All permits, licenses, franchises,  consents or
authorizations   issued  by,  and  all   registrations  and  filings  with,  any
governmental  agency in connection with the Business,  whenever issued or filed,
excepting  only those  which by law or by their terms are  non-transferable  and
those which have expired; and

         1.7......All Property Not Elsewhere Described.  All other properties of
Seller of every  kind,  character  or  description  owned,  used or held for use
(whether or not  exclusively) in connection with the Business,  wherever located
and whether or not similar to the things set forth  elsewhere in this Article 1,
but excluding any assets specifically excluded in this Article 1.

         1.8......Excluded   Assets.   The  following  assets  are  specifically
excluded  from the assets being  purchased by Buyer  pursuant to this  Agreement
(collectively, the "Excluded Assets"):

         (a)......all  furniture,  PCs, laptops   and   office   equipment  not 
specifically set forth on Schedule 1.3;

         (b)......all  cash,  bank  balances,  money in  possession of banks and
other  depositories,  including  security  deposits with landlords and equipment
lessors, and similar cash items held by or for the account of Seller;

         (c)......all of Seller's accounts receivable;

         (d)......Seller's   franchise  as  a   corporation,   its  articles  of
incorporation,  corporate  seal,  minute books and stock books,  stock  transfer
records and similar  records  relating to Seller's  organization,  existence  or
capitalization,  and the  capital  stock of Seller and all other  records  which
Seller is required by law to keep in its possession;

         (e)......Seller's federal, state and local tax returns and rights to 
refunds, if any; and

         (f)......Seller's  rights  relating  to  its  proposed  acquisition  of
MCInformatics   ("MCI")  and  any  assets   acquired  in  connection  with  such
acquisition.  The term "Business" as used herein  expressly  excludes any matter
relating to MCI.

ARTICLE 2.........PURCHASE PRICE

         2.1......Payment  of Purchase Price. In consideration  for the transfer
and   assignment  by  Seller  of  the  Assets  and  in   consideration   of  the
representations,  warranties  and  covenants of Seller set forth  herein,  Buyer
shall, subject to the conditions set forth herein,

                  (a)      deliver  to Seller  at the  Closing  (as  hereinafter
                           defined)  the  sum  of  (i)  $500,000,   representing
                           payment for the Assets other than the Equipment; (ii)
                           $115,040,  representing  payment  for  the  Equipment
                           (such sums collectively  referred to as the "Purchase
                           Price"); and (iii) $11,238,  representing payment for
                           the Packaged Software,  payable in cash as more fully
                           described in Section 10.3 hereof; and

                  (b)      assume  and  discharge,  and shall  indemnify  Seller
                           against,  liabilities and obligations of Seller under
                           the leases,  contracts or other  agreements,  if any,
                           specified on Schedule 1.1. and Schedule 4 but only to
                           the  extent  that  such  liabilities  or  obligations
                           accrue on or after the Closing Date.

         2.2......Allocation  of Purchase Price. The parties shall determine and
agree upon the allocation of the Purchase Price at, or prior to, the Closing and
such  allocation  will be used  by the  parties  in  reporting  the  transaction
contemplated by this Agreement for federal and state tax purposes.

ARTICLE 3.........THE CLOSING.

         The closing of the  purchase  and sale of the Assets by Seller to Buyer
(the  "Closing")  shall take place at the  offices of Gibbons,  Del Deo,  Dolan,
Griffinger & Vecchione, One Riverfront Plaza, Newark, New Jersey 07102-5497,  at
10:00 a.m. local time,  within five days of satisfying the conditions to closing
set forth herein, or at such other place and/or time as the parties may agree in
writing (the "Closing Date").  If on the original or any postponed  Closing Date
Seller  shall have been  unable to obtain all  waivers  and  consents of private
parties and  governmental  agencies  required by this Agreement,  then Buyer, on
written  notice,  may postpone the Closing to a time not later than November 30,
1998.

ARTICLE 4.........ASSUMPTION OF LIABILITIES

         Buyer is not assuming  any debt,  liability  or  obligation  of Seller,
whether known or unknown,  fixed or contingent (including without limitation the
litigation set forth on Schedule 6.15), except as herein specifically  otherwise
provided.  Seller agrees to indemnify and hold Buyer harmless against all debts,
claims,  liabilities  and  obligations of Seller not expressly  assumed by Buyer
hereunder,  and to pay any and all  attorneys'  fees and legal costs  reasonably
incurred by Buyer,  its  successors and assigns in connection  therewith.  Buyer
shall have the benefit of and shall  perform  and assume the License  Agreements
and all  leases,  contracts  and  agreements,  if any,  specifically  listed  on
Schedule 4, in accordance with the terms and conditions  thereof,  except to the
extent modifications are specifically set forth on such Schedule 4 and except to
the extent set forth in the assignments or assignment and assumption  agreements
for such leases, contracts and agreements.

ARTICLE 5.........EXCISE AND PROPERTY TAXES

         Buyer shall pay all sales,  use and transfer  taxes  arising out of the
transfer  of the Assets and shall pay its  portion,  prorated  as of the Closing
Date, of state and local real and personal property taxes of the Business. Buyer
shall not be responsible  for any business,  occupation,  withholding or similar
tax, or for any taxes of any kind related to any period before the Closing Date.

ARTICLE 6.........REPRESENTATIONS AND WARRANTIES OF SELLER.

         Except as set forth in the Schedules  delivered by Seller  concurrently
with the execution of this  Agreement  and  incorporated  herein,  Seller hereby
represents  and  warrants  to Buyer  and  Parent  that the  following  facts and
circumstances  are and,  except as contemplated  hereby,  at all times up to the
Closing Date, will be true and correct,  and hereby  acknowledge that such facts
and  circumstances  constitute the basis upon which Buyer and Parent are induced
to enter  into and  perform  this  Agreement.  Each  warranty  set forth in this
Article 6 shall survive the Closing and any  investigation  made by or on behalf
of Buyer and Parent.

         6.1......Organization,  Good  Standing and  Qualification.  Seller is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of California, has all necessary corporate powers to own its properties and
to carry on its business as now owned and operated by it, and is duly  qualified
to transact  intrastate business and is in good standing in all jurisdictions in
which the nature of its business or of its properties  makes such  qualification
necessary.

         6.2......Financial Statements.

         (a)      Seller  has  timely  filed with the  Securities  and  Exchange
                  Commission  (i) the balance sheet of Seller as of December 31,
                  1997,  and  the  related  statement  of  income  and  retained
                  earnings  for the year then  ending,  certified  by  Coopers &
                  Lybrand  L.L.P.  (now  known as  PricewaterhouseCoopers  LLP),
                  Seller's  independent  certified public accountants,  and (ii)
                  the  unaudited  balance  sheet of Seller as of June 30,  1998,
                  together  with  related  unaudited  statement  of  income  and
                  retained  earnings  for the three month  period  then  ending,
                  [certified  by the chief  financial  officer of Seller.]  Such
                  financial   statements  are  referred  to  as  the  "Financial
                  Statements."

         (b)      The Financial Statements have been prepared in accordance with
                  generally accepted accounting principles ("GAAP") consistently
                  followed  by Seller  throughout  the  periods  indicated,  and
                  fairly  present  the  financial  position  of Seller as of the
                  respective  dates  of  the  balance  sheets  included  in  the
                  Financial  Statements,  and the results of its  operations for
                  the respective periods indicated. Seller has no liabilities or
                  obligations  of  any  nature  (known  or  unknown,   absolute,
                  accrued,  contingent  or otherwise) of the type required to be
                  reflected  or  disclosed  in a  balance  sheet  (or the  notes
                  thereto)  prepared in accordance with GAAP that were not fully
                  reflected or reserved against in the Financial Statements.

         6.3......Absence of Specified Changes.  Since June 30, 1998, except as
 set forth on Schedule 6.3, there has not been any:
                 

                  (a)      Transaction by Seller except in the ordinary course
                           of business as conducted on that date;

                  (b)      Capital expenditure by Seller exceeding $25,000;

                  (c)      Adverse   change   in   the   financial    condition,
                           liabilities, assets, business or prospects of Seller;

                  (d)      Destruction,  damage  to,  or loss of any  assets  of
                           Seller  (whether  or not covered by  insurance)  that
                           adversely affects the financial  condition,  business
                           or prospects of Seller;

                  (e)      Labor  trouble  or other  event or  condition  of any
                           character    adversely    affecting   the   financial
                           condition, business, assets or prospects of Seller;

                  (f)      Change in accounting methods or practices (including,
                           without  limitation,  any change in  depreciation  or
                           amortization policies or rates) by Seller;

                  (g)      Revaluation by Seller of any of its assets;

                  (h)      Increase in the salary or other compensation  payable
                           or  to  become  payable  by  Seller  to  any  of  its
                           officers, directors or employees, or the declaration,
                           payment or  commitment  or obligation of any kind for
                           the payment by Seller of a bonus or other  additional
                           salary or compensation to any such person;

                  (i)      Sale or transfer of any asset of Seller, except in 
                           the ordinary course of business;

                  (j)      Execution,  creation, amendment or termination of any
                           contract,  agreement  or license to which Seller is a
                           party and which is proposed to be assigned hereunder,
                           except in the ordinary course of business;

                  (k)      Loan by Seller to any person or entity, or guaranty
                           by Seller of any loan;

                  (l)      Waiver or  release  of any right or claim of  Seller,
                           except in the ordinary course of business;

                  (m)      Mortgage, pledge or other encumbrance of any asset of
                           Seller;

                  (n)      Other event or condition of any character that has or
                           might  reasonably  have  an  adverse  effect  on  the
                           financial condition, business, assets or prospects of
                           Seller; or

                  (o)      Agreement by Seller to do any of the things described
                           in the preceding clauses (a) through (n).

         6.4......Taxes.  Seller  has filed or  caused to be filed all  federal,
state and local tax returns and reports that are or were required to be filed by
or with  respect to Seller,  pursuant to  applicable  law. All such returns were
correct and complete in all  respects.  Seller has paid, or has provided for the
payment  of, all taxes that have or may have  become due  pursuant  to those tax
returns or otherwise,  or pursuant to any assessment received by Seller,  except
such taxes,  if any, as are listed in Schedule  6.4 and are being  contested  in
good faith and as to which  adequate  reserves  (determined  in accordance  with
GAAP) have been  provided in the  Financial  Statements.  Except as set forth in
Schedule  6.4,  no audit of any tax  return  of  Seller  is in  progress  or, to
Seller's  knowledge,  threatened;  no  director,  officer or  employee of Seller
responsible  for tax matters  expects any  governmental  authority to assess any
additional  taxes for any period for which tax returns  have been filed;  and no
waiver or  agreement  by Seller  is in force for the  extension  of time for the
assessment or payment of any tax. To Seller's knowledge,  no claim has ever been
made by any governmental  authority in a jurisdiction where Seller does not file
tax returns that it is or may be subject to taxation by that jurisdiction.

     .........Seller  has withheld and paid or collected  and remitted all taxes
required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor, supplier, vendor, creditor, stockholder
or other third party.  There is no dispute or claim concerning any tax liability
of Seller,  (i) claimed or raised by any  governmental  authority  in writing or
(ii) as to which Seller or the directors  and officers of Seller has  knowledge.
As of the date  hereof,  there have been no, and Seller has no knowledge of any,
threatened or intended  reappraisals by any governmental  authority with respect
to the value of the Assets.

         6.5......Real Property.  Seller does not own any real property.

         6.6......Inventories. The Inventories consist of items of a quality and
quantity  useable,  salable or  rentable in the  ordinary  course of business by
Seller,  except for  obsolete  and  slow-moving  items and items below  standard
quality,  all of which  have  been  written  down on the  books of Seller to net
realizable  market  value or have been  provided for by adequate  reserves.  All
items included in the Inventories  are the property of Seller,  except for sales
made in the  ordinary  course of  business;  for each of these sales  either the
purchaser has made full payment or the purchaser's  liability to make payment is
reflected in the books of Seller. No items included in the Inventories have been
pledged as collateral or are held by Seller on consignment from the others.  All
the  Inventories  are free of defects  and, to the extent  that they  consist of
finished or semi-finished  goods, also comply with the specifications  submitted
by the purchasers thereof.

         6.7......Intellectual   Property.   Schedule   6.7  lists  all  of  the
Intellectual  Property  owned or used by Seller in connection  with the Business
(other than shrink wrap software generally  available to the public).  No person
(other  than  Seller)  owns  any  Intellectual  Property,  the use of  which  is
necessary or  contemplated in connection with the performance of any contract to
which Seller is a party,  except  manufacturer's  trademarks  and trade names on
goods sold in Seller's  Business.  Except as set forth in Schedule  6.7 or 6.15,
there have not been any administrative, judicial arbitration, or other adversary
proceedings  concerning the  Intellectual  Property.  Seller does not violate or
infringe on any intellectual  property or personal right of any person,  firm or
corporation,  and  Seller has not  infringed  and is not now  infringing  on any
intellectual   property  or  other  right  belonging  to  any  person,  firm  or
corporation.  Except as set forth in Schedule 6.7 or Schedule 1.1, Seller is not
a party to any license, agreement or arrangement,  whether as licensee, licensor
or otherwise, with respect to any Intellectual Property.

         6.8......Trade  Secrets.  Seller  has  taken  all  reasonable  security
measures to protect the secrecy,  confidentiality and value of all trade secrets
used by Seller (or owned by Seller and useful in) the operation of the Business.
Any of its employees and any other persons who,  either alone or in concert with
others, developed, invented,  discovered,  derived, programmed or designed these
secrets,  or who have  knowledge of or access to  information  relating to them,
have been put on notice and have entered into appropriate  agreements that these
secrets are  proprietary  to Seller and are not to be  divulged or misused.  All
these trade secrets are presently valid and protectible, and are not part of the
public knowledge or literature,  nor to Seller's  knowledge have they been used,
divulged or  appropriated  for the benefit of any past or present  employees  or
other persons, or to the detriment of Seller.

         6.9......Title  to Assets.  Seller has good and marketable title to all
the Assets and its  interests  in the Assets,  whether  real,  personal,  mixed,
tangible or intangible,  which constitute all the Assets and interests in Assets
that are used in the  Business.  All the Assets are free and clear of mortgages,
liens, pledges, charges,  encumbrances,  equities, claims, easements,  rights of
way,  covenants,  conditions or restrictions,  except for (i) those disclosed in
Schedule 6.9; (ii) the lien of current taxes not yet due and payable;  and (iii)
possible minor matters that, in the aggregate, are not substantial in amount and
do not materially  detract from or interfere with the present or intended use of
any of these assets, nor materially impair business  operations.  All the Assets
are in good  operating  condition and repair,  ordinary wear and tear  excepted.
Seller is in  possession of all premises  leased to it from others.  Neither any
officer, director or employee of Seller, nor any spouse, child or other relative
of any of these persons, owns, or has any interest,  directly or indirectly,  in
any of the  real or  personal  property  owned by or  leased  to  Seller  or any
Intellectual Property or trade secrets licensed by Seller.

         6.10.....Customers  and Sales.  Schedule  6.10 to this  Agreement  is a
correct and current  list of all  customers  of Seller.  Except as  indicated in
Schedule  6.10,  Seller  has  no  information  and  is not  aware  of any  facts
indicating  that any of these  customers  intend to cease  doing  business  with
Seller or  materially  alter the amount of the business  that they are presently
doing with Seller.

         6.11.....Existing Employment Contracts. Schedule 6.11 to this Agreement
is a list of all employment contracts and collective bargaining agreements,  and
all  pension,  bonus,  profit-sharing,  stock  option  or  other  agreements  or
arrangements  providing for employee remuneration or benefits to which Seller is
a party or by which Seller is bound. All of these contracts and arrangements are
in full force and effect,  and neither  Seller nor any other party is in default
under them.  There have been no claims of defaults  and, to Seller's  knowledge,
there are no facts or conditions which if continued,  or on notice,  will result
in a default under these contracts or  arrangements.  There is no pending or, to
Seller's knowledge,  threatened labor dispute, strike or work stoppage affecting
the Business.

         6.12.....Insurance  Policies.  Seller has  maintained and now maintains
(i) insurance on all the Assets of a type customarily insured, covering property
damage and loss of income by fire or other casualty, and (ii) adequate insurance
protection  against  all  liabilities,  claims  and  risks  against  which it is
customary to insure,  including without limitation  earthquakes as to properties
located in California.

         6.13.....Other  Contracts.  Except  as set  forth  in  Schedule  1.1 or
Schedule 4,  Seller is not a party to, nor are the Assets  bound by, any license
or service agreement,  any output or requirements  agreement,  any agreement not
entered into in the ordinary course of business, any indenture,  mortgage,  deed
of trust,  lease or any other  agreement that is unusual in nature,  duration or
amount (including without limitation any agreement  requiring the performance by
Seller of any obligation for a period of time extending beyond one year from the
Closing  Date or calling for  consideration  of more than  $25,000 or  requiring
purchases  at prices in excess  of, or sales at prices  lower  than,  prevailing
market  prices).  All  contracts  which will be  assigned to or assumed by Buyer
under this Agreement are valid and binding upon the parties thereto. There is no
default or event that, with notice or lapse of time or both,  would constitute a
default by any party to any of the agreements listed in Schedule 1.1 or Schedule
4. Seller has not received notice that any party to any of the agreements listed
in  Schedule  1.1 or  Schedule  4 intends  to cancel or  terminate  any of these
agreements  or to  exercise  or not  exercise  any  options  under  any of these
agreements.

         6.14.....Compliance  with Laws. Seller has complied with, and is not in
violation of, applicable federal, state or local statutes,  laws and regulations
(including without limitation any applicable  environmental,  health,  building,
zoning or other law,  ordinance or  regulation)  affecting its properties or the
operation of the Business.  Seller is in  possession  of all permits,  licenses,
franchises,  consents or  authorizations  issued by and in  compliance  with all
registrations  and filings required by any governmental  authority in connection
with the Business or the Assets. All of such permits,  licenses,  franchises and
authorizations are valid and in full force and effect.

         6.15.....Litigation.  Except as set forth in Schedule 6.15, there is no
suit,  action,  arbitration or legal,  administrative  or other  proceeding,  or
governmental  investigation,  pending  or,  to  Seller's  knowledge,  threatened
against  or  affecting  Seller,  or any of its  business,  assets  or  financial
condition.  The matters  set forth in Schedule  6.15,  if decided  adversely  to
Seller, will not result in a material adverse change in the business,  assets or
financial  condition of Seller.  Seller has furnished or made available to Buyer
copies of all relevant court papers and other documents  relating to the matters
set forth in Schedule 6.15.  Seller is not in default with respect to any order,
writ,  injunction  or decree of any  federal,  state,  local or  foreign  court,
department,  agency or  instrumentality.  Except as set forth in Schedule  6.15,
Seller is not presently  engaged in any legal action to recover moneys due to it
or damages sustained by it.

         6.16.....Assets   Sufficient  for  Conduct  of  Business.  The  Assets,
together with the Excluded  Assets,  constitute  all of the assets  required for
Buyer to conduct the Business as it is presently conducted.

         6.17.....Agreement  Will Not Cause  Breach or  Violation.  Neither  the
entry into this Agreement nor the consummation of the transactions  contemplated
hereby will result in or constitute  any of the  following:  (i) a breach of any
term or  provision  of this  Agreement;  (ii) a default or an event  that,  with
notice or lapse of time or both, would be a default,  breach or violation of the
certificate  of  incorporation  or bylaws of  Seller or of any  lease,  license,
promissory note, conditional sales contract,  commitment,  indenture,  mortgage,
deed of trust or other agreement, instrument or arrangement to which Seller is a
party or by which  Seller or the  Assets  are  bound;  (iii) an event that would
permit any party to terminate any agreement or to accelerate the maturity of any
indebtedness or other  obligation;  (iv) the creation or imposition of any lien,
charge or  encumbrance  on any of the Assets;  or (v) the  violation of any law,
regulation,  ordinance,  judgment,  order or decree  applicable  to or affecting
Seller or the Assets.

         6.18.....Authority  and Consents.  Seller has the right,  power,  legal
capacity and authority to enter into, and perform its  obligations  under,  this
Agreement,  and,  except as set forth on Schedule 6.18, no approvals or consents
of any persons other than the stockholders of Seller are necessary in connection
with it. The execution and delivery of this  Agreement and the  consummation  of
this  transaction  by Seller have been,  or prior to the Closing will have been,
duly  authorized  by all necessary  corporate  action of Seller  (including  any
necessary action by Seller's stockholders).  This Agreement constitutes a legal,
valid and binding  obligation of Seller enforceable in accordance with its terms
except as limited by bankruptcy and insolvency  laws and by other laws affecting
the rights of creditors generally.

         6.19.....Interest  in Customers,  Suppliers and Competitors.  Except as
set forth in  Schedule  6.19,  neither  Seller nor any  officer or  director  of
Seller, nor, to Seller's knowledge,  any spouse or child of any of them, has any
direct or indirect interest in any competitor, supplier or customer of Seller or
in any person with whom Seller is doing  business  (excluding  ownership of less
than 10% of any corporation or other entity traded publicly).

         6.20.....Employee   Identification  and  Compensation.   Schedule  6.20
contains a list of the names of all current officers,  directors,  employees and
manufacturer's  representatives  of Seller,  stating  the rates of  compensation
payable to each and setting forth all vacation  time,  sick leave and other paid
time off accrued for each of them  through the Closing  Date.  No other  person,
except  accountants,  auditors and  attorneys,  regularly  performs  compensable
services for Seller.

         6.21.....No Subsidiaries.  Seller has no subsidiaries.

         6.22.....Environmental Matters.

         .........(a)  Except  as  set  forth  in  Schedule  6.22,  to  Seller's
knowledge,  there have not been any activities on or at the real property leased
by the Seller at 2560 9th Street,  Suite 220, Berkeley,  California or any other
real  property by Seller (the "Real  Property") or at any time during which such
property  was owned or leased by Seller or at any time prior  thereto  involving
the use, generation, treatment, storage, or Disposal of any Hazardous Substances
or Petroleum Products in violation of applicable  Environmental Laws (as defined
below).

         .........(b)  Except  as  set  forth  in  Schedule  6.22,  to  Seller's
knowledge,  there  have not been any  Releases  or  threatened  Releases  of any
Hazardous  Substances or Petroleum  Products at or from the Real Property at any
time  during  which such  property  was  occupied by Seller or at any time prior
thereto that (i) would be in violation of applicable Environmental Laws; or (ii)
could give rise to an action to compel an investigation and/or cleanup or to pay
material civil administrative fines, penalties or other damages.

         .........(c)  Except  as  set  forth  in  Schedule  6.22,  to  Seller's
knowledge,  there have not been any Hazardous  Substances or Petroleum  Products
located in or on the Real  Property at any time during  which such  property was
leased by Seller or at any time prior  thereto that (i) would be in violation of
applicable Environmental Laws; or (ii) could reasonably be expected to give rise
to  an  action  to  compel  a  investigation  and/or  cleanup  or to  pay  civil
administrative fines, penalties or other damages;

         .........(d)  Except as set forth in Schedule  6.22,  (i) Seller is now
and has been at all times in compliance with all Environmental  Laws; (ii) there
are no pending  environmental  litigation,  enforcement actions,  administrative
orders or notices of violation  brought under any  Environmental  Law and Seller
does  not  know  of  any  threats  of  such  litigation,   enforcement  actions,
administrative orders or notices of violation; (iii) Seller has not received any
request for information,  notice of claim,  demand or other notification that it
may be potentially responsible for any threatened or actual Release of Hazardous
Substance  or  Petroleum  Products;  and (iv) Seller has all  material  permits,
licenses, orders, approvals, authorizations,  concessions or franchises or every
governmental  authority having  jurisdiction under an Environmental Law required
to conduct the Business  substantially as it is currently being  conducted.  All
such permits,  licenses,  orders,  approvals,  authorizations,  concessions  and
franchises are listed on Schedule 6.22 and are in full force and effect, and, to
Seller's  knowledge,  there is no state of facts or event which could reasonably
be expected to form the basis for any revocation, non-renewal or any such permit
or authorization.

     .........(e)  Capitalized  terms used in this  Section  6.22 shall have the
following meanings: 

         "Environmental Laws" means any federal, state or local law, regulation,
ordinance  or order  pertaining  to the  protection  of natural  resources,  the
environment and the health and safety of the public,  including, but not limited
to, the  Comprehensive  Environmental  Response,  Compensation and Liability Act
("CERCLA"), 42 U.S.C. ss.ss.9601 et seq., the Resource Conservation and Recovery
Act ("RCRA"),  as amended, 42 U.S.C.  ss.ss.6901 et seq., the Hazardous Material
Transportation Act, as amended,  49 U.S.C.  ss.ss.1801 et seq., the Occupational
Safety and Health Act,  as amended,  29 U.S.C.  ss.ss.  651 et seq.,  California
Health & Safety Code ss.ss.19015 and ss.ss.25300 et seq.,  California Civil Code
ss.ss.1102 et seq.,  and ss.2079,  California  Civil  Procedure  Code ss.726 and
California Business and Professional Code ss.7180 et seq.

         "Hazardous Substances" means any oil, flammable substances, explosives,
hazardous  wastes or substances  (including  polychlorinated  biphenyls),  toxic
wastes or substances or any other wastes.

         "Hazardous Wastes" means hazardous wastes as defined by RCRA and the 
regulations thereunder.

         "Disposal" means disposal as defined by RCRA and the regulations
 thereunder.

         "Petroleum Products" means petroleum,  gasoline,  oil, fuel oil, diesel
fuel and petroleum solvents.

         "Release"  means any spilling,  leaking,  pumping,  pouring,  emitting,
emptying, placing, discharging,  injecting,  escaping, dumping or disposing into
the environment, whether intentional or unintentional.

         6.23.....Employee Benefit Plans

         .........(a)  Schedule  6.23 sets forth a true and complete list of all
written and oral Employee  Benefit Plans (as defined below) and other  programs,
commitments or funding arrangements maintained by Seller or to which Seller is a
party, in respect of, or which otherwise cover or benefit, any Subject Employees
(as defined below) or their beneficiaries.

         .........(b)  Except  for the  Employee  Benefit  Plans  identified  in
Schedule 6.23, there is no "employee  pension benefit plan",  "employee  welfare
benefit plan" or "employee  benefit  plan" within the meaning of Sections  3(1),
3(2) and 3(3) of the ERISA.  No  Employee  Benefit  Plan to which  Seller or any
ERISA  Affiliate (as  hereinafter  defined) has  maintained or contributed to is
subject  to Title IV of ERISA or Section  412 of the  Internal  Revenue  Code of
1986, as amended (the "Code").

 ..................(c)      Capitalized terms used in this Section 6.23 shall 
have the following meanings:

     ..................   "Employee  Plan"  includes  all  pension,  retirement,
disability,  medical,  dental or other health insurance plans, life insurance or
other death benefit plans, profit sharing, deferred compensation,  stock option,
bonus or other incentive plans, vacation benefit plans, severance plans or other
employee  benefit plans or  arrangements,  including,  without  limitation,  any
pension  plan as defined  in  Section  3(2) of the  Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA")  and any welfare plan as defined in
Section 3(1) of ERISA,  whether or not funded,  covering any Subject Employee or
to which Seller is a party or bound or makes or has made any  contribution or by
which Seller may have any liability to any Subject Employee  (including any such
plan  formerly  maintained  by or in  connection  with which Seller may have any
liability to any Subject  Employee,  and any such plan which is a  multiemployer
plan as defined in Section 3(37) (A) of ERISA).

     .................."ERISA  Affiliate" means a trade or business  (whether or
not  incorporated)  which is under common control with Seller within the meaning
of  Sections  414(b)  and  414(c)  of the  Code or the  regulations  promulgated
thereunder.
     .................."Subject   Employee"   includes  all  current  or  former
officers,  directors,  employees  or  consultants  who are or were  employed  or
otherwise  compensated in connection with activities  involving the Assets being
purchased.

         6.24.....Product  Warranties.  To  Seller's  knowledge,  no person  has
asserted  any  claim or has any  reasonable  basis  for any  claim  relating  to
warranties  or guaranties  with respect to any product,  service or contract for
Software (as defined in Section 6.25) sold or provided by Seller.

         6.25.....Software.  Seller  owns or is  licensed  to use  all  computer
software (including databases and related  documentation  ("Software")) which is
material to the conduct of the Business, a list of which is included on Schedule
6.25.  Except  for  non-customized  software  readily  available  from  multiple
sources,  Seller is not subject to any commitment to pay royalties or other fees
for the use of the  Software.  To  Seller's  knowledge,  no  person or entity is
materially  interfering  with or  infringing  upon,  and no person or entity has
misappropriated  any of, the  Software or  source-code  owned by Seller  ("Owned
Software").  To Seller's knowledge,  none of such Owned Software infringes upon,
is a misappropriation  of, or otherwise  conflicts with, any patent,  copyright,
trade secret or other proprietary right of any person.

         6.26.....Documents  Delivered.  Each copy or original of any agreement,
contract or other  instrument  which is identified  in any exhibit  delivered by
Seller or its  counsel  to Buyer (or its  counsel or  representatives),  whether
before or after the execution of this Agreement, is in fact what it is purported
to be by Seller and has not been amended, canceled or otherwise modified.

         6.27.....Full  Disclosure.  None of the  representations and warranties
made by Seller or made in any letter,  certificate or memorandum furnished or to
be  furnished by Seller,  or on its behalf,  contains or will contain any untrue
statement of a material  fact,  or omits any material fact the omission of which
would  make the  statements  made  misleading.  There is no fact known to Seller
which materially  adversely affects,  or in the future may (so far as Seller can
now reasonably  foresee)  materially  adversely affect,  the condition,  Assets,
liabilities,  business,  operations or prospects of Seller that has not been set
forth herein or heretofore communicated to Buyer in writing pursuant hereto.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT 

         Buyer and  Parent  hereby  represent  and  warrant  to Seller  that the
following facts and circumstances are true and correct,  and hereby  acknowledge
that such facts and  circumstances  constitute  the basis  upon which  Seller is
induced to enter into and perform  this  Agreement.  Each  warranty set forth in
this Article 7 shall survive the Closing, as set forth in Article 17.

         7.1......Organization.  Each of Buyer and Parent is a corporation duly
 organized, existing and in good standing under the laws of Delaware.

         7.2......Authority  and  Consents.  Each of Buyer  and  Parent  has the
right,  power,  legal  capacity  and  authority  to enter into,  and perform its
obligations  under, this Agreement,  and no approvals or consents of any persons
other than Buyer and Parent, as applicable, are necessary in connection with it.
The  execution  and  delivery of this  Agreement  and the  consummation  of this
transaction by Buyer or Parent,  as the case may be, has been duly authorized by
all  necessary  corporate  action of Buyer or  Parent,  as the case may be.  The
execution  and  delivery  of  this  Agreement  and  the   consummation  of  this
transaction  by Buyer and  Parent  have been duly  authorized  by all  necessary
corporate  action  of  Buyer or  Parent,  as the  case  may be.  This  Agreement
constitutes  a legal,  valid and binding  obligation of each of Buyer and Parent
enforceable  in accordance  with its terms,  except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors generally.

         7.3......Agreement  Will Not Cause  Breach Or  Violation.  Neither  the
execution  of  this  Agreement,   nor  the   consummation  of  the  transactions
contemplated  hereby,  will result in or constitute any of the following:  (i) a
default  or an event  that,  with  notice  or lapse of time or both,  would be a
default, breach or violation of the articles of incorporation or bylaws of Buyer
or Parent or of any lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust or other agreement, instrument or
arrangement  to which  Buyer or Parent is a party or by which Buyer or Parent is
bound;  (ii) an event that would permit any party to terminate  any agreement or
to accelerate the maturity of any indebtedness or other obligation; or (iii) the
violation  of  any  law,  regulation,   ordinance,  judgment,  order  or  decree
applicable to or affecting Buyer or Parent,  other than  violations,  conflicts,
breaches, terminations, accelerations and defaults which could not reasonably be
expected to have a material  adverse  effect on Buyer's or  Parent's  ability to
perform their respective obligations under this Agreement.

ARTICLE 8.........OBLIGATIONS OF THE PARTIES BEFORE CLOSING.

         The parties  covenant  and agree that,  except as  otherwise  agreed in
writing by the parties, from the date of this Agreement until the Closing:

         8.1......Buyer's Access to Premises and Information.  Buyer, Parent and
their counsel,  accountants and other  representatives shall be entitled to have
full access during normal business hours to all of Seller's  properties,  books,
accounts,  records, contracts and documents of or relating to the Assets. Seller
shall   furnish  or  cause  to  be   furnished   to  Buyer,   Parent  and  their
representatives  all data  and  information  concerning  the  Business,  and the
finances and properties of Seller that may reasonably be requested.

         8.2......Conduct  of Business in Normal  Course.  Seller shall carry on
its business and activities  diligently and in substantially  the same manner as
they  previously  have been  carried  on,  and shall not make or  institute  any
unusual or novel methods of  manufacture,  purchase,  sale,  lease,  management,
accounting  or  operation  that will vary  materially  from the methods  used by
Seller as of the date of this Agreement.

         8.3......Preservation  of Business and Relationships.  Seller shall use
its best efforts, without making any commitments on behalf of Buyer, to preserve
its  business  organization  intact,  to keep  available  to Seller its  present
officers  and  employees,   and  to  preserve  its  present  relationships  with
suppliers, customers and others having business relationships with it.

         8.4......Maintenance  of Insurance.  Seller shall continue to carry its
existing  insurance,  subject to variations in amounts  required by the ordinary
operations of the Business. At the request of Buyer and at Buyer's sole expense,
the amount of insurance  against fire and other casualties which, at the date of
this  Agreement,  Seller  carries  on any of the  Assets  or in  respect  of its
operations shall be increased by such amount or amounts as Buyer shall specify.

         8.5......Employees and Compensation.  The parties acknowledge and agree
that certain  employees of Seller  listed in Section 9.11 shall be terminated by
Seller and offered employment by Buyer prior to the Closing. Seller shall permit
Buyer to contact  Seller's  employees at all reasonable times for the purpose of
discussing with such employees  prospective  employment by Buyer on or after the
Closing  Date,  and Seller shall use its best efforts to encourage all employees
of Seller to accept any employment offered by Buyer.

         8.6......New  Transactions.  Except for  transactions  contemplated  by
Seller's proposed  acquisition of MCI, Seller shall not do or agree to do any of
the following acts:

                  (a)      Enter into any contract, commitment or transaction 
                           not in the usual and ordinary course of the Business;
                           or

                  (b)      Enter into any contract, commitment or transaction in
                           the usual and ordinary  course of business  involving
                           an amount exceeding $25,000, individually, or $50,000
                           in the aggregate; or

                  (c)      Make any  capital  expenditures  in excess of $25,000
                           for any single item or $50,000 in the  aggregate,  or
                           enter  into  any  leases  of  capital   equipment  or
                           property  under which the annual  lease  charge is in
                           excess of $25,000; or

                  (d)      Sell or dispose of any capital assets with a net book
                           value in excess of $25,000  individually,  or $50,000
                           in the aggregate.

         8.7......Payment of Liabilities and Waiver of Claims.  Seller shall not
do,  or  agree to do,  any of the  following  acts:  (i) pay any  obligation  or
liability,  fixed or contingent,  other than current liabilities;  (ii) waive or
compromise any right or claim; or (iii) cancel,  without full payment, any note,
loan or other obligation owing to Seller.

         8.8......  Existing Agreements.  Seller shall not modify, amend, cancel
or terminate any of the contracts or agreements to be assigned to Buyer pursuant
to this Agreement, or agree to do any of those acts.

         8.9......Consent  of Others. As soon as reasonably  practical after the
execution  and  delivery  of this  Agreement,  and in any event on or before the
Closing Date,  Seller shall obtain the written consent of the persons  described
in Schedule 6.18 to this Agreement in form and substance  satisfactory  to Buyer
and shall furnish to Buyer executed copies of those consents.

         8.10.....Representations  and Warranties True at Closing.  Seller shall
use its best efforts to assure that all representations and warranties of Seller
set forth in this Agreement and in any written statements  delivered to Buyer by
Seller under this Agreement will also be true and correct as of the Closing Date
as if made on that date and that all conditions  precedent to Closing shall have
been met. Seller shall promptly  disclose to Buyer any information  contained in
the Schedules to this Agreement  which,  because of an event occurring after the
date hereof,  is  incomplete  or is no longer  correct as of all times after the
date  hereof  until  the  Closing  Date;  provided,  however,  that none of such
disclosures shall be deemed to modify,  amend or supplement the  representations
and warranties of Seller or the Schedules  hereto for the purposes of Article 12
hereof, unless Buyer shall have consented thereto in writing.

         8.11.....Sales  and Use Tax on Prior  Sales.  Seller  agrees to use its
best efforts to furnish to Buyer a clearance  certificate  from the  appropriate
governmental  agency and any  related  certificates  that  Buyer may  reasonably
request as evidence that all sales and use and other tax  liabilities  of Seller
(other than income tax  liabilities)  accruing before the Closing Date have been
fully satisfied or provided for.

         8.12.....Statutory  Filings.  Seller  shall file,  and shall  cooperate
fully  with  Buyer in  preparing  and  filing,  all  information  and  documents
necessary or desirable under any statutes or  governmental  rules or regulations
pertaining to the transactions contemplated by this Agreement.

         8.13.....Negotiations   with  Certain   Customers.   Seller  agrees  to
negotiate  with HBO & Company  of Georgia  ("HBOC")  and Intel to  evaluate  the
current state of their respective agreements, contracts and relationships.

         8.14.....License Agreement. Seller and Buyer shall enter into a license
agreement in  substantially  the form of Exhibit A attached hereto (the "Interim
License  Agreement"),  pursuant  to which  Seller  grants to Buyer an  exclusive
license to use the Software  from the date of this  Agreement  until the Closing
Date.

         8.15.....Sublease.  Seller and Buyer  shall  enter  into a Sublease  in
substantially the form of Exhibit B attached hereto (the  "Sublease"),  pursuant
to which Buyer shall  sublease  from Seller the  premises  located at 2560 Ninth
Street,  Suite 220,  Berkeley,  California from the date of this Agreement until
the Closing Date.

ARTICLE 9.........CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE 

         The  obligations  of Buyer to purchase the Assets under this  Agreement
are subject to the satisfaction, at or before the Closing, of all the conditions
set forth in this Article 9. Buyer may waive any or all of these  conditions  in
accordance with Section 15.2 hereof; provided, however, that no such waiver of a
condition  shall  constitute  a waiver  by Buyer of any of its  other  rights or
remedies,  at law or in  equity,  if Seller  shall be in  default  of any of its
representations, warranties or covenants under this Agreement.

         9.1......Accuracies  of Seller's  Representations  and Warranties.  All
representations  and  warranties  by Seller in this  Agreement or in any written
statement that shall be delivered to Buyer by Seller under this Agreement  shall
be true in all material respects on and as of the Closing Date as though made at
that time.

         9.2......Absence of Liens. At or prior to the Closing, Buyer shall have
received a UCC search report dated as soon as  practicable  prior to the Closing
Date issued by the appropriate  governmental  authorities  indicating that there
are no filings under the Uniform  Commercial Code on file with such governmental
authority  which name Seller as debtor or otherwise  indicating  any lien on the
Assets, except for the liens otherwise disclosed in the Schedules hereto.

         9.3......Seller's  Performance.  Seller shall have performed, satisfied
and complied with all  covenants,  agreements  and  conditions  required by this
Agreement to be  performed  or complied  with by Seller on or before the Closing
Date.

         9.4......Certification   by  Seller.   Buyer  shall  have   received  a
certificate,  dated the  Closing  Date,  signed by  Seller's  president  or vice
president or its chief financial  officer,  certifying,  in such detail as Buyer
and its counsel may reasonably request,  that all representations and warranties
of Seller made in Article 6 are true and correct as of the Closing Date and that
the conditions specified in Sections 9.1 and 9.3 have been fulfilled.

         9.5......Assignment  and Assumption Agreements.  Seller and Buyer shall
have  entered  into  assignment  and  assumption   agreements  for  the  License
Agreements and any other  agreements of Seller to be assumed pursuant to Article
4, in form and substance reasonably satisfactory to Buyer's counsel.

         9.6......Bill of Sale.  Seller shall have executed a bill of sale in 
substantially the form of Exhibit C attached hereto,
                  
with respect to the Assets.

         9.7......Opinion  of Seller's  Counsel.  Buyer shall have received from
Gray Cary Ware &  Freidenrich,  LLP,  counsel for Seller,  an opinion  dated the
Closing Date, in form reasonably satisfactory to Buyer's counsel .

         9.8......Absence  of Litigation.  No action,  suit or proceeding before
any court or any governmental  body or authority,  pertaining to the transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened on or before the Closing Date.

         9.9......Corporate   Approval.  The  execution  and  delivery  of  this
Agreement by Seller,  and the performance of its covenants and obligations under
it, shall have been duly authorized by all necessary corporate action, and Buyer
shall have received  copies of all  resolutions  of directors  and  stockholders
pertaining to that authorization, certified by the secretary of Seller.

         9.10.....Good  Standing  Certificate.  Buyer shall have received a good
standing  certificate  for  Seller  dated  as soon as  practicable  prior to the
Closing Date, issued by the appropriate governmental authorities.

         9.11.....Consents.  All  agreements  and consents of any parties to the
consummation  of the  transaction  set forth on  Schedule  6.18  shall have been
obtained by Seller and delivered to Buyer.

         9.12.....Approval  of  Documentation.  The  form and  substance  of all
certificates, instruments, opinions and other documents delivered to Buyer under
this Agreement shall be satisfactory in all reasonable respects to Buyer and its
counsel.

         9.13.....Employment   Arrangements..  Buyer  shall  have  entered  into
employment  arrangements  with each of Gerald Zieg, James Martin,  Brian Cronin,
Mark Fossen, Vicky Hilton, Jessica Radocy, Jan Maisler and Tim Wheeler.

         9.14.....Bulk Transfer Notice.  Division 6 of the California Uniform 
Commercial Code shall have been complied with or waived.
              
         9.15.....Change of Corporate Name.  Seller shall have changed its 
corporate name to a name not using "HealthDesk" or any similar name.

         9.16.....Condition of Assets. The Assets shall not have been materially
or  adversely  affected in any way as a result of any fire,  accident,  storm or
other casualty or labor or civil disturbance or act of God or the public enemy.

         9.17.....MIIX Agreement..  Buyer shall have entered into a royalty 
agreement with MIIX Healthcare Group, Inc.
              
         9.18.....HBOC  Agreement.  HBOC shall amend its existing agreement with
Seller,  which shall be assigned to Buyer pursuant thereto,  or Buyer shall have
entered into a revised marketing agreement with HBOC.

ARTICLE 10........CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE 

         The  obligations  of Seller to sell and  transfer the Assets under this
Agreement are subject to the satisfaction,  at or before the Closing, of all the
following conditions:

         10.1.....Accuracy   of  Buyer's  and   Parent's   Representations   and
Warranties.  All representations and warranties by Buyer and Parent contained in
this  Agreement or in any written  statement  delivered by Buyer or Parent under
this  Agreement  shall  be true on and as of the  Closing  Date as  though  such
representations and warranties were made on and as of that date.

         10.2.....Buyer's  and Parent's  Performance.  Before or at the Closing,
Buyer and Parent  shall have  performed  and  complied  with all  covenants  and
agreements,  and  satisfied  all  conditions  required by this  Agreement  to be
performed, complied with, or satisfied.

         10.3.....Payment  of  Purchase  Price.  Buyer  shall  deliver to Seller
against  delivery of the items specified in Article 9 hereof a certified or bank
cashier's  check,  or a wire transfer of  immediately  available  funds,  in the
amount of $626,278, payable to Seller.

ARTICLE 11........OBLIGATIONS OF THE PARTIES AFTER THE CLOSING 

         11.1.....Preservation  of Goodwill.  Following the Closing, Seller will
restrict its activities so that Buyer's reasonable  expectations with respect to
the goodwill,  business  reputation,  employee relations and prospects connected
with the Assets  will not be  materially  impaired.  In  furtherance  but not in
limitation of this general obligation, Seller agrees that, for a period of three
years  following the Closing Date, or as long as Buyer or its heirs,  assigns or
successors  in  interest  carry  on a like  business  in the  counties  or areas
specified, whichever is shorter:

         (a)      Seller will not engage in any  business  or activity  which is
                  substantially  the same as, or represents an outgrowth of, any
                  business or  activity  presently  conducted  by Seller if such
                  business or activity  extends to any of the  geographic  areas
                  set forth in  Schedule  11.1 in which  Seller  has  heretofore
                  engaged in business or  otherwise  established  its  goodwill,
                  business reputation, or any customer relations.

                  The  parties  intend  that  the  covenant   contained  in  the
                  preceding  portion of this Section  11.1(a) shall be construed
                  as a series of  separate  covenants,  one for each  geographic
                  area  specified  in  Schedule  11.1.   Except  for  geographic
                  coverage,  each separate covenant shall be deemed identical in
                  terms to the covenant  contained in the  preceding  paragraph.
                  If,  in any  judicial  proceeding,  a court  shall  refuse  to
                  enforce any of the separate  covenants deemed included in this
                  Section,  then  this  unenforceable  covenant  shall be deemed
                  eliminated  from  these  provisions  for the  purpose of those
                  proceedings  to the extent  necessary to permit the  remaining
                  separate covenants to be enforced.

         (b)      Seller will not  disclose  to any  person,  or use for its own
                  benefit,  any price lists,  pricing  data,  customer  lists or
                  similar  matters  possessed by them  relating to the Assets or
                  the  Business  transferred  to Buyer  unless it first  clearly
                  demonstrates  to Buyer that such  matters  are, at the time of
                  the proposed disclosure or use, of common knowledge within the
                  trade.

         11.2.....Change  of Name.  Seller agrees that after the Closing Date it
shall  not use or  employ  in any  manner,  directly  or  indirectly,  the  name
"HealthDesk",  or any variation  thereof,  and that it will take and cause to be
taken all necessary action by Seller's board of directors,  stockholders and any
other  persons in order to make this change in  Seller's  name  effective  on or
before the Closing Date.

         11.3.....Access  to Records.  From and after the Closing,  Seller shall
allow Buyer, and its counsel, accountants and other representatives, such access
to records  which  after the  Closing are in the custody or control of Seller as
Buyer reasonably  requires in order to comply with its obligations under the law
or under contracts assumed by Buyer pursuant to this Agreement.

         11.4.....Nonsolicitation  of Employees.  Seller shall not, prior to the
third anniversary of the Closing,  solicit any employee of Buyer or Parent or of
any direct or indirect subsidiary of Buyer or Parent to leave such employment if
such  employee  was at any time  between  the date  hereof  and the  Closing  an
employee of Seller.

         11.5.....Further  Assurances.  At any time after the Closing Date, each
of Seller,  Buyer and Parent shall execute,  acknowledge and deliver any further
deeds, assignments,  conveyances and other assurances, documents and instruments
of transfer,  reasonably  requested by any other party, and shall take any other
action  consistent  with the  terms of this  Agreement  that may  reasonably  be
requested by such other party in furtherance of the transactions contemplated by
this Agreement.

         11.6.....Termination   of  IAC   Contract.   Buyer  agrees  to  pay  to
Information Access Company ("IAC"), on or about November 15, 1998 or the Closing
Date,  whichever is later, the sum of $65,000 in connection with the termination
of that certain Online Vendor License Agreement,  dated August 12, 1996, between
IAC and Seller, as amended (the "IAC Agreement");  provided,  however,  that IAC
agrees to continue its obligations  under the IAC Agreement,  and Buyer shall be
entitled to all of Seller's  rights under the IAC Agreement,  until February 28,
1999.

         ARTICLE 12.           INDEMNIFICATION

         12.1.....Indemnification  by Seller. Seller shall defend, indemnify and
hold harmless each of Buyer, Parent and their respective  employees,  successors
and assigns (Buyer, Parent and such persons, collectively,  "Buyer's Indemnified
Persons"),  and shall  reimburse  Buyer's  Indemnified  Persons,  for,  from and
against each and every demand,  claim,  loss (which shall include any diminution
in value),  liability,  judgment,  damage, cost and expense (including,  without
limitation, interest, penalties, costs of preparation and investigation, and the
reasonable fees, disbursements and expenses of attorneys,  accountants and other
professional  advisors)  (collectively,  "Losses")  imposed  on or  incurred  by
Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from
or arising out of: (a) any inaccuracy in any representation or warranty,  or any
breach or nonfulfillment  of any covenant,  agreement or other obligation of the
Seller under this  Agreement,  the schedules  hereto or any certificate or other
document delivered or to be delivered pursuant hereto; and (b) any obligation of
Seller  relating to the Assets and any other matter arising out of or related to
the  operation  of the Business  arising  prior to or on the Closing  Date.  The
maximum  liability  of Seller  under this  Section  12.1 shall be limited to the
Purchase Price.

         12.2.....Indemnification  by Buyer and Parent.  Buyer and Parent  shall
defend,  indemnify  and hold  harmless the Seller,  its  successors  and assigns
(Seller and such persons,  collectively,  "Seller's Indemnified  Persons"),  and
shall reimburse Seller's Indemnified  Persons,  for, from and against all Losses
imposed on or incurred by Seller's Indemnified Persons,  directly or indirectly,
relating  to,  resulting  from or  arising  out of:  (a) any  inaccuracy  in any
representation or warranty,  or any breach or  non-fulfillment  of any covenant,
agreement or other  obligation  of Buyer or Parent  under this  Agreement or any
certificate or other document  delivered or to be delivered pursuant hereto; and
(b) any  obligation  of Buyer  relating to the License  Agreements  or any other
matter arising out of or related to the operation of the Business  arising after
the Closing Date.

         12.3.....Notice and Defense of Third Party Claims. If any action, claim
or  proceeding  shall be brought or  asserted  under this  Article 12 against an
indemnified party or any successor thereto (the "Indemnified Person") in respect
of which  indemnity  may be sought  under this  Article 12 from an  indemnifying
person or any successor  thereto (the  "Indemnifying  Person"),  the Indemnified
Person  shall  give  prompt  written  notice  of such  action  or  claim  to the
Indemnifying  Person  who  shall  assume  the  defense  thereof,  including  the
employment of counsel reasonably  satisfactory to the Indemnified Person and the
payment  of all  expenses;  except  that any delay or  failure  to so notify the
Indemnifying  Person shall relieve the  Indemnifying  Person of its  obligations
hereunder only to the extent, if at all, that it is prejudiced by reason of such
delay or failure. The Indemnified Person shall have the right to employ separate
counsel  in  any  of  the  foregoing  actions,  claims  or  proceedings  and  to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of the  Indemnified  Person unless both the  Indemnified
Person and the  Indemnifying  Person are named as  parties  and the  Indemnified
Person shall in good faith determine that  representation by the same counsel is
inappropriate  due to  material  conflicts  of  interest.  In the event that the
Indemnifying  Person,  within ten days after notice of any such action or claim,
fails to assume the defense thereof, the Indemnified Person shall have the right
to undertake the defense,  compromise  or  settlement  of such action,  claim or
proceeding for the account of the Indemnifying  Person,  subject to the right of
the  Indemnifying  Person to  assume to the  defense  of such  action,  claim or
proceeding with counsel reasonably satisfactory to the Indemnified Person at any
time  prior  to the  settlement,  compromise  or  final  determination  thereof.
Anything in this Article 12 to the contrary  notwithstanding,  the  Indemnifying
Person shall not, without the Indemnified Person's prior written consent, settle
or  compromise  any  action or claim or  proceeding  or  consent to entry of any
judgment  with  respect  to any such  action or claim that  requires  solely the
payment of money  damages by the  Indemnifying  Person and that  includes  as an
unconditional  term thereof the release by the claimant or the  plaintiff of the
Indemnified  Person  from all  liability  in  respect of such  action,  claim or
proceeding.

         ARTICLE 13.  COSTS.

         13.1.....Finder's  or Broker's Fees. Each of the parties represents and
warrants that it has not dealt with any broker or finder in connection  with any
of the transactions contemplated by this Agreement, and, insofar as it knows, no
broker  or other  person  is  entitled  to any  commission  or  finder's  fee in
connection with any of these transactions.

         13.2.....Expenses.  Each  of  the  parties  shall  pay  all  costs  and
expenses,  including  but not  limited to  attorneys'  fees,  incurred  or to be
incurred by it in  negotiating  and preparing  this Agreement and in closing and
carrying out the transactions contemplated by this Agreement.

         ARTICLE 14.         FORM OF AGREEMENT.

         14.1.....Headings. The subject headings of the Articles and Sections of
this  Agreement  are included for purposes of  convenience  only,  and shall not
affect the construction or interpretation of any of its provisions.

         14.2.....Entire  Agreement;   Modification;   Waiver.  This  Agreement,
together with the License  Agreement and the Voting  Agreement,  constitutes the
entire agreement between the parties  pertaining to the subject matter contained
in it and supersedes all prior and contemporaneous  agreements,  representations
and understandings of the parties.  No supplement,  modification or amendment of
this Agreement  shall be binding unless  executed in writing by all the parties.
No waiver of any of the provisions of this Agreement  shall be deemed,  or shall
constitute,  a waiver of any other provision,  whether or not similar, nor shall
any waiver  constitute a continuing  waiver.  No waiver shall be binding  unless
executed in writing by the party making the waiver.

         14.3.....Counterparts. This Agreement may be executed simultaneously in
one or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         ARTICLE 15.         PARTIES

         15.1.....Parties  in  Interest.  Nothing  in  this  Agreement,  whether
express or implied,  is  intended  to confer any rights or remedies  under or by
reason of this  Agreement on any persons other than the parties hereto and their
respective successors and assigns, nor is anything in this Agreement intended to
relieve or discharge  the  obligation  or liability of any third  persons to any
party to this  Agreement,  nor shall any  provision  give any third  persons any
right of subrogation or action over against any party hereto.

         15.2.....Assignment. This Agreement shall be binding on and shall inure
to the  benefit  of  the  parties  hereto  and  their  respective  heirs,  legal
representatives, successors and assigns.

         ARTICLE 16.         TERMINATION 

         16.1.....Termination by Mutual Consent.  This Agreement may be 
terminated at any time prior to the Closing Date by the mutual written consent
of Buyer and Seller.

         16.2.....Termination   by  Buyer  or  Seller.  This  Agreement  may  be
terminated  at any time prior to the Closing  Date by Buyer or Seller (i) if the
Closing  has not  occurred  on or before  November  30,  1998,  unless the party
seeking to invoke this  subclause  (i) is then in material  breach of any of its
obligations  hereunder;  (ii)  if a  court  of  competent  jurisdiction  or  any
governmental authority shall have issued an order, decree or ruling or taken any
other  action,  in each case  permanently  restraining,  enjoining  or otherwise
prohibiting the  transactions  contemplated  by this Agreement,  and such order,
decree,  ruling or other action shall have become  final and  nonappealable,  or
(iii) if the other party shall have breached or failed to comply in all material
respects  with  its  representations,   warranties,   covenants  and  agreements
contained in this Agreement;  provided,  however, that if such breach or failure
is  reasonably  capable of being cured on or before  November  30, 1998 and such
party  commences  such cure as soon as  practicable  and  diligently  prosecutes
(subject to any other limitations of this Agreement) such cure, such party shall
be entitled to postpone the Closing Date for a period  reasonably  sufficient to
effect such cure to the  reasonable  satisfaction  of the party  asserting  such
breach or failure, but in no event beyond November 30, 1998.

         16.3.....Effect  of  Termination.  In the event of  termination of this
Agreement  pursuant  to this  Article  16, no party  hereto  (or, in the case of
Buyer,  any of its  directors or officers)  shall have any  liability or further
obligation  to any  other  party  to  this  Agreement,  provided  that,  if this
Agreement is so terminated  by a party because one or more of the  conditions to
such party's  obligations  hereunder  is not  satisfied as a result of the other
party's willful failure to comply with its obligations under this Agreement, the
terminating party's right to pursue all legal remedies for breach of contract or
otherwise,  including, without limitation,  damages relating thereto, shall also
survive such termination unimpaired.

         ARTICLE 17.             NATURE AND SURVIVAL OF
                            REPRESENTATIONS AND WARRANTIES.                     

         All  representations,  warranties,  covenants  and  agreements  of  the
parties contained in this Agreement, or in any instrument,  certificate, opinion
or other writing provided for hereunder,  shall survive the Closing for a period
of one year.

         ARTICLE 18.         NOTICES.

         All  notices,  requests,  demands and other  communications  under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
or on the third day after mailing if mailed to the party to whom notice is to be
given,  by first  class mail  registered  or  certified,  postage  prepaid,  and
properly addressed as follows:

         Buyer and Parent:                 Patient InfoSystems, Inc.
                                           Patient InfoSystems Acquisition Corp.
                                           46 Prince Street
                                           Rochester, New York 14607
                                           Attn: Donald A. Carlberg

         with copy to:                     Gibbons, Del Deo, Dolan,
                                           Griffinger & Vecchione
                                           A Professional Corporation
                                           One Riverfront Plaza
                                           Newark, New Jersey 07102-5497
                                           Attn: Jeffrey A. Baumel, Esq.

         Seller:                           HealthDesk Corporation
                                           c/o Equity Dynamics
                                           2116 Financial Center
                                           Des Moines, Iowa 50309
                                           Attn:  Joseph Dunham

         with copy to:                     Gray Cary Ware & Freidenrich, LLP
                                           400 Hamilton Avenue
                                           Palo Alto, California 94301-1825
                                           Attn: Peter M. Astiz, Esq.

         Any party may change its address for purposes of this Article by giving
the other  parties  written  notice of the new  address  in the manner set forth
above.

         ARTICLE 19.         GOVERNING LAW

         This Agreement shall be construed in accordance  with, and governed by,
the laws of the State of New York,  without  giving  effect to conflicts of laws
principles.

         ARTICLE 20.         MISCELLANEOUS

         20.1.....Recovery  of  Litigation  Costs.  If any  legal  action or any
arbitration  or  other  proceeding  is  brought  for  the  enforcement  of  this
Agreement,   or   because   of  an   alleged   dispute,   breach,   default   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the  successful  or  prevailing  party or parties  shall be  entitled to recover
reasonable   attorneys'  fees  and  other  costs  incurred  in  that  action  or
proceeding, in addition to any other relief to which it or they may be entitled.

         20.2.....Announcements.  Seller shall not make any announcements to the
public or to employees of Seller  concerning this Agreement or the  transactions
contemplated  hereby  without  the prior  approval  of Buyer,  which will not be
unreasonably  withheld.  Notwithstanding  any  failure of Buyer to  approve  it,
Seller  may  make an  announcement  of  substantially  the same  information  as
theretofore  announced to the public by Buyer, or any  announcement  required by
applicable  law,  but Seller  shall in either case notify  Buyer of the contents
thereof reasonably promptly in advance of its issuance.

         20.3.....References.  Unless otherwise specified, references to
Sections or Articles are to Sections or Articles in this Agreement.


<PAGE>



         IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
as of the day and year first above-written.

BUYER:                                              PATIENT INFOSYSTEMS
                                                    ACQUISITION CORP.


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

PARENT:  PATIENT INFOSYSTEMS, INC.


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


SELLER:                                         HEALTHDESK CORPORATION


                                                By:      /s/  Terry Brandt
                                                Name:    Terry Brandt
                                                Title:   Chief Technical Officer