EXHIBIT 10.17

                  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

         THIS SECOND  AMENDMENT  TO ASSET  PURCHASE  AGREEMENT,  effective as of
February 1, 1999, by and among PATIENT INFOSYSTEMS ACQUISITION CORP., a Delaware
corporation  ("Buyer");  PATIENT  INFOSYSTEMS,   INC.,  a  Delaware  corporation
("Parent"); and HEALTHDESK CORPORATION, a California corporation ("Seller").

                                    RECITALS:

         WHEREAS, the parties are parties to an Asset Purchase Agreement,  dated
as of  September  29,  1998,  as amended by First  Amendment  to Asset  Purchase
Agreement, effective as of December 1, 1998 (the Asset Purchase Agreement, as so
amended,  the  "Agreement";  capitalized  terms used  herein  and not  otherwise
defined have the meanings set forth in the Agreement),  pursuant to which Seller
has  agreed to sell to Buyer,  and Buyer has  agreed to  purchase  from  Seller,
substantially all of the assets and properties used in the Business;

         WHEREAS,  the parties  desire to further  amend the Agreement to extend
the closing date and termination dates, all as more fully set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:

         1........Article  3 of the Agreement is amended to change the reference
to "January 31, 1999" in the last sentence to "March 15, 1999."

         2........Section  16.2 of the  Agreement  is  amended  to  change  each
reference to "January 31, 1999" therein to "March 15, 1999."

         3........Except  as specifically  amended by and/or  inconsistent  with
this Second  Amendment,  all of the terms and conditions of the Agreement  shall
remain unchanged and in full force and effect and are hereby  ratified,  adopted
and confirmed in all respects.  All  references to the Agreement in any document
or instrument  shall hereafter be deemed to refer to the Agreement as amended by
this Second Amendment.

         4........This   Second   Amendment   may  be   executed   in   multiple
counterparts,  each of which shall be deemed an original, but all of which taken
together shall  constitute one and the same agreement and shall become effective
when one or more  counterparts  have been  executed  by each of the  parties and
delivered to the others.

         5........This Second Amendment shall be governed by the laws of the
State of New York.



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         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Second
Amendment as of the date and year set forth above.

         .........                                  PATIENT INFOSYSTEMS
         .........                                  ACQUISITION CORP.


         .........                                  By: /s/  Donald A. Carlberg
                                                        -----------------------
         .........                                  Name:  Donald A. Carlberg
         .........                                  Title:  President & CEO


         .........                                  PATIENT INFOSYSTEMS, INC.


         .........                                  By: /s/  Donald A. Carlberg
                                                        -----------------------
         .........                                  Name:  Donald A. Carlberg
         .........                                  Title:  President & CEO



         .........                                   HEALTHDESK CORPORATION


         .........                                   By: /s/  Terry M. Brandt
                                                         --------------------
         .........                                   Name:  Terry M. Brandt
         .........                                   Title:  Vice President