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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-12

                            PATIENT INFOSYSTEMS, INC.
                ------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):


|_|   No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


     (1) Title of each class of securities to which transaction applies:


                -------------------------------------------------
     (2) Aggregate number of securities to which transaction applies:


                -------------------------------------------------
     (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):


                -------------------------------------------------

     (4) Proposed maximum aggregate value of transaction:


                -------------------------------------------------
     (5) Total fee paid:


                -------------------------------------------------

     |X| Fee paid previously with preliminary materials:

     |_| Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the form or schedule and the date of its filing.


     (1) AmountPreviously Paid: $856
     (2) Form, Schedule or Registration Statement No.: Schedule 14A
     (3) Filing Party: Patient Infosystems, Inc.
     (4) Date Filed: May 15, 2003


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                            PATIENT INFOSYSTEMS, INC.
                                46 Prince Street
                            Rochester, New York 14607


                                                               November 12, 2003


Dear Fellow Stockholder:


     On behalf of the Board of Directors of Patient Infosystems,  Inc. ("Patient
Infosystems"),   I  cordially   invite  you  to  attend  a  Special  Meeting  of
Stockholders (the "Special Meeting") of Patient  Infosystems.  The formal notice
of the Special  Meeting  appears on the next page.  During the Special  Meeting,
stockholders who are present will have the opportunity to meet and ask questions
of our senior management team.


     We are purchasing  substantially  all of the assets (the  "Acquisition") of
American CareSource Corporation ("ACS"). In connection with the Acquisition, ACS
will  receive  approximately  16% of our  outstanding  common  stock  on a fully
diluted basis. In order to complete the  Acquisition,  we will need the approval
of our stockholders to increase our authorized capital stock.

     THE PROPOSALS.  At the Special  Meeting,  you will be asked to consider the
following proposals:


     AMENDMENTS OF CERTIFICATE OF INCORPORATION TO INCREASE  AUTHORIZED  CAPITAL
STOCK, CHANGE CORPORATE NAME AND PROVIDE FOR REVERSE STOCK SPLIT. At the Patient
Infosystems  Special  Meeting,  you will be asked to  consider  and  approve  an
amendment of our Certificate of Incorporation  which provides authority to issue
up to 100,000,000  shares of capital stock,  divided into  80,000,000  shares of
common  stock,  par value $0.01 per share,  and  20,000,000  shares of preferred
stock, par value $0.01 per share. In addition, you will be asked to consider and
approve an amendment of our Certificate of Incorporation to change our corporate
name to American CareSource Corporation and provide for a 1 for 12 reverse stock
split.

     Officers, directors and stockholders of Patient Infosystems,  owning in the
aggregate  59% of the  issued  and  outstanding  shares of  Patient  Infosystems
capital  stock,  have agreed,  under certain  voting  agreements,  to vote their
shares in favor of the amendment to the Certificate of Incorporation to increase
authorized capital stock. Accordingly, the approval of this matter is assured.


     AMENDMENT OF STOCK OPTION PLAN. At the Patient Infosystems Special Meeting,
you will be asked to  consider  and  approve an  amendment  of our  Amended  and
Restated Stock Option Plan to increase the number of authorized  shares reserved
for issuance under the plan from 1,680,000 to 3,500,000 shares.


     Our Board of  Directors  unanimously  approved  each of the  proposals  and
recommends that you vote FOR its approval.

     THE SPECIAL  MEETING.  All  stockholders  are invited to attend the Special
Meeting in person.  The approval of each of the amendments of our Certificate of
Incorporation  and the  amendment of our Amended and Restated  Stock Option Plan
requires the  affirmative  vote of a majority of  outstanding  shares of capital
stock of Patient Infosystems.


     Whether or not you expect to attend the Patient Infosystems Special Meeting
in person, please complete,  sign and promptly return the enclosed proxy card in
the enclosed  envelope,  which does not require  postage if mailed in the United
States, to assure  representation  of your shares.  You may revoke your proxy at
any time before it has been voted,  and if you attend the meeting,  you may vote
in person even if you have previously returned your proxy card.

     Stockholders are urged to review carefully the information contained in the
accompanying proxy statement.  We believe that interaction between  stockholders
and management is important and hope that you will be able to attend the Special
Meeting.  Your  interest and support in the affairs of Patient  Infosystems  are
appreciated.

                                                       Sincerely,

                                                       Roger L. Chaufournier
                                                       Chief Executive Officer

                                       ii



                            PATIENT INFOSYSTEMS, INC.
                                46 Prince Street
                            Rochester, New York 14607


--------------------------------------------------------------------------------
                    Notice Of Special Meeting Of Stockholders
                            To Be Held December 9, 2003
--------------------------------------------------------------------------------

     NOTICE IS  HEREBY  GIVEN  that a Special  Meeting  of the  Stockholders  of
Patient  Infosystems,  Inc.  ("Patient  Infosystems")  will be held at 245  Park
Avenue,  27th  Floor,  New York,  New York 10167 on December 9, 2003 at 10 a.m.,
Eastern Time for the following purposes:

(1)  To approve an  amendment of the  Certificate  of  Incorporation  of Patient
     Infosystems to increase the number of authorized shares of capital stock to
     100,000,000 divided into 80,000,000 shares of common stock, par value $0.01
     per share and  20,000,000  shares of preferred  stock,  par value $0.01 per
     share;

(2)  To approve an  amendment of the  Certificate  of  Incorporation  of Patient
     Infosystems  to  change  the name of the  company  to  American  CareSource
     Corporation;

(3)  To approve an  amendment of the  Certificate  of  Incorporation  of Patient
     Infosystems to provide for a 1 for 12 reverse stock split;

(4)  To approve an amendment  of the Amended and  Restated  Stock Option Plan of
     Patient  Infosystems  to  increase  the  number of  shares of common  stock
     reserved for issuance  under the plan from  1,680,000 to 3,500,000  shares;
     and

(5)  To approve such other matters that come before the Special Meeting,  or any
     adjournment  thereof,  that are required to be approved by the stockholders
     of Patient Infosystems.

     The  Board of  Directors  of  Patient  Infosystems  has  fixed the close of
business  on  November  7, 2003,  as the record  date for the  determination  of
stockholders of Patient  Infosystems  entitled to notice of, and to vote at, the
Special Meeting.  Only holders of record of Patient Infosystems capital stock at
the close of  business  on that date will be  entitled to notice of, and to vote
at, the Special Meeting or any adjournments or postponements thereof.


     Your attention is directed to the accompanying  proxy statement for further
information regarding each proposal to be made.

     All  stockholders  are asked to complete,  sign and date the enclosed proxy
and return it promptly by mail in the enclosed  self-addressed  envelope,  which
does not require postage if mailed in the United States.

                                          By Order of the Board of Directors


                                          Kent Tapper
                                          Assistant Secretary


November 12, 2003
Rochester, New York



                                      iii




                            PATIENT INFOSYSTEMS, INC.

                                 Proxy Statement


     This proxy  statement  is  furnished  by the Board of  Directors of Patient
Infosystems,  Inc., a Delaware corporation,  in connection with the solicitation
of  proxies to be used at the  Special  Meeting  of  Stockholders  to be held on
December 9, 2003 at Patient Infosystems' offices at 46 Prince Street, Rochester,
New York 14607 at 10 a.m., Eastern Time, and at any adjournment thereof.

     Only  stockholders  who hold capital  stock of Patient  Infosystems  at the
close of business on November 7, 2003, the record date, will be entitled to vote
at the Special Meeting. At the Special Meeting, Patient Infosystems stockholders
will be asked:

(1)  To approve an  amendment of the  Certificate  of  Incorporation  of Patient
     Infosystems to increase the number of authorized shares of capital stock to
     100,000,000 divided into 80,000,000 shares of common stock, par value $0.01
     per share and  20,000,000  shares of preferred  stock,  par value $0.01 per
     share;

(2)  To approve an  amendment of the  Certificate  of  Incorporation  of Patient
     Infosystems  to  change  the name of the  company  to  American  CareSource
     Corporation;

(3)  To approve an  amendment of the  Certificate  of  Incorporation  of Patient
     Infosystems to provide for a 1 for 12 reverse stock split;

(4)  To approve an amendment  of the Amended and  Restated  Stock Option Plan of
     Patient  Infosystems  to  increase  the  number of  shares of common  stock
     reserved for issuance  under the plan from  1,680,000 to 3,500,000  shares;
     and

(5)  To approve such other matters that come before the Special Meeting,  or any
     adjournment  thereof,  that are required to be approved by the stockholders
     of Patient Infosystems.


     Whether or not you plan to attend the Special Meeting, please take the time
to vote by  completing  and mailing the enclosed  proxy card to us. Your vote is
very important.

     We encourage you to read this entire  document  carefully.  IN  PARTICULAR,
PLEASE CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS"  BEGINNING ON PAGE 11
OF THIS PROXY STATEMENT.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED  THE  ACQUISITION OR DETERMINED THAT THIS
PROXY STATEMENT IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


     Proxy  Statement  dated November 11, 2003, and first mailed to stockholders
on or about November 12, 2003.


                                       iv



                        Proxy Statement Table of Contents

                                                                            Page


QUESTIONS AND ANSWERS.......................................................   1
SUMMARY.....................................................................   5
RISK FACTORS................................................................  11
   Risks Particular to the Acquisition......................................  11
   Risks Specific to Our Business...........................................  12
   Risks Specific to ACS' Business..........................................  17
   Risks Specific to Ownership of Our Stock.................................  20
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS...........................  21
THE SPECIAL MEETING.........................................................  22
   Date, Time and Place; Proposal to be Considered..........................  22
   Record Date and Voting...................................................  22
   Proxies..................................................................  23
   Revocability of Proxies..................................................  23
   Solicitation of Proxies..................................................  23
   Voting Electronically or by Telephone....................................  24
   Share Ownership of Management and Certain Stockholders ..................  24
   Regulatory Matters.......................................................  24
   No Appraisal Rights......................................................  24
PROPOSAL 1 - APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION
   TO INCREASE AUTHORIZED CAPITAL STOCK.....................................  25
   Background of the Acquisition............................................  25
   Recommendation of Patient Infosystems Board of Directors and Reasons for
      the Acquisition.......................................................  27
   ACS' Reasons for the Acquisition; Approval by ACS' Board of Director
      and Stockholders......................................................  29
   Accounting Treatment.....................................................  30
   Federal Income Tax Consequences of the Acquisition.......................  30
   No Appraisal Rights......................................................  30
   Securities Law Consequences..............................................  30
   The Asset Purchase Agreement.............................................  31
PROPOSAL 2 - APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF
   INCORPORATION TO CHANGE THE COMPANY'S NAME...............................  36
PROPOSAL 3 - APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF
   INCORPORATION TO PROVIDE FOR A REVERSE STOCK SPLIT.......................  36
PROPOSAL 4 - APPROVAL OF THE AMENDMENT OF THE STOCK OPTION PLAN.............  40
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS.................  44
   Management's Discussion and Analysis of Financial Condition and Results
      of Operations of Patient Infosystems..................................  52
   Management's Discussion and Analysis of Financial Condition and Results
      of Operations of ACS..................................................  61
   Business of Patient Infosystems..........................................  68
   Business of ACS..........................................................  74
   Market Price and Dividend Information....................................  80
   Voting Securities and Principal Holders Thereof..........................  81
   Pro Forma Voting Securities and Principal Holders Thereof................  82
   Management of Patient Infosystems........................................  83
   Management of ACS........................................................  84
   Compensation of Directors and Executive Officers.........................  86
   Certain Transactions.....................................................  87
   Description of Patient Infosystems Capital Stock.........................  89
   Stockholder Proposals for 2004 Annual Meeting............................  92
   Where You Can Find More Information......................................  92
   Other Matters............................................................  92
INDEX TO FINANCIAL STATEMENTS............................................... F-1
APPENDICES
Appendix A - Certificate of Amendment of Certificate of Incorporation        A-1
Appendix B - Amended and Restated Stock Option Plan                          B-1
Appendix C - Amended and Restated Agreement for Purchase and Sale of Assets  C-1
Appendix D - Amendment No. 1 to Amended and Restated Agreement for Purchase
             and Sale of Assets                                              D-1
Appendix E - Amendment No. 2 to Amended and Restated Agreement for Purchase
             and Sale of Assets                                              E-1



                                       v



                              QUESTIONS AND ANSWERS



Q.   Why are we purchasing substantially all of the assets of ACS?

A.   We are purchasing substantially all of the assets of ACS because we believe
     that  the  transaction  will  allow  us to  enter  into a new  business  of
     providing ancillary  healthcare benefits management so that we may increase
     and  diversify the sources of our revenues and add  experienced  members of
     management.  Following the closing of the  Acquisition,  we will change our
     name to American CareSource Corporation.


Q.   Are we assuming any of ACS' liabilities in connection with the Acquisition?

A.   We are assuming all of ACS' obligations and liabilities except for:

     o    Liabilities  that  were  actually  known  by ACS  or  any  of the  ACS
          stockholders that are signatories to the Asset Purchase Agreement, but
          are not disclosed to us;

     o    Tax obligations of ACS stockholders  that are signatories to the Asset
          Purchase Agreement;

     o    Liabilities  arising from the sale of newly issued ACS  securities  by
          ACS, Today Realty Advisors, Inc. or Today Financial Corporation; and

     o    Long term debt owed by ACS to certain of its stockholders.

     Included in the  obligations and liabilities we are assuming are $90,000 of
     accounts payables,  $1.9 million of accrued expenses,  $81,000 of debt owed
     to banks and financial institutions and $3.5 million of debt owed to bridge
     lenders.


Q.   What will ACS receive in the Acquisition?


A.   The  assets  of ACS  that  we are  purchasing  in the  Acquisition  and the
     liabilities we are assuming will be exchanged for 18,000,000  shares of our
     common stock (1,500,000  shares after giving effect to the 1 for 12 reverse
     stock split) which will  constitute  approximately  16% of our  outstanding
     common stock determined on a fully-diluted basis.


Q.   When do you expect the Acquisition to close?


A.   We  are  working  towards  completion  of the  Acquisition  as  quickly  as
     possible.  If the Acquisition  does not close by November 30, 2003,  either
     party may terminate the Asset Purchase Agreement.

Q.   Why aren't you seeking stockholder approval of the Acquisition?


A.   We are incorporated under the laws of the State of Delaware. Under Delaware
     law, we are not required to seek  stockholder  approval of the Acquisition.
     In  addition,  shares of our common  stock are  traded on the OTC  Bulletin
     Board.  The OTC Bulletin  Board does not require  that we seek  stockholder
     approval of the Acquisition in order for our shares to be quoted.


Q.   Why am I receiving these materials?

A.   Amendments of the Certificate of Incorporation:


     Acquisition.  Under  Delaware  law,  an  amendment  of the  Certificate  of
     Incorporation  requires  stockholder  approval.  We  have  entered  into an
     agreement with ACS pursuant to which we will acquire  substantially  all of
     the  assets  and  assume  substantially  all of the  liabilities  of ACS in
     exchange for approximately 16% of our outstanding  common stock. The number
     of  shares  of our  common  stock  which  will be  issued  in the  proposed
     Acquisition  as well as shares of common stock  necessary for  transactions
     related to the  Acquisition  described  below,  would exceed the maximum of
     20,000,000 shares currently authorized by our Certificate of Incorporation.
     We must  increase  our  authorized  capital  stock in  order  to close  the
     Acquisition.


     Debt  Conversion.   In  addition,  our  Board  of  Directors  approved  the
     conversion of  $4,482,500 in debt and $438,099 of accrued  interest owed to
     Mr.  Pappajohn and Dr.  Schaffer,  members of our Board of Directors,  into
     35,147,136 shares of Patient Infosystems common stock. We must increase our
     authorized capital stock in order to give effect to this debt conversion.

                                       1



     Private  Placement.  Also,  on April 10,  2003,  we entered into a Note and
     Stock Purchase Agreement with certain investors,  including John Pappajohn,
     pursuant to which the investors  agreed to loan to Patient  Infosystems  an
     aggregate of up to $2.5 million. This Note and Stock Purchase Agreement was
     subsequently  amended on  September  11, 2003 to increase the amount of the
     loan to an  aggregate  of $3.5  million.  The  purpose of the loan from the
     investors  is to  provide  funds for us to loan to ACS to  provide  working
     capital for ACS' operations.  In  consideration  for the loans, we signed a
     series  of  promissory  notes  and  issued  286,182  shares  of Series D 9%
     Cumulative  Convertible Preferred Stock ("Series D Preferred Stock") to the
     investors.  The 286,182 shares of Series D Preferred  Stock are convertible
     into up to 34,341,840 shares of Patient Infosystems common stock subject to
     approval  by our  stockholders  of the  amendment  to  our  Certificate  of
     Incorporation to increase our authorized  capital stock. In addition,  upon
     closing of the private  placement,  as  contemplated  by the Asset Purchase
     Agreement,  the  notes  issued  pursuant  to the  Note and  Stock  Purchase
     Agreement,  as amended,  will be convertible into Series D Preferred Stock.
     The  investors  have  indicated  that they intend to convert the notes into
     shares of Series D Preferred Stock, and therefore, we do not expect to have
     to repay the  outstanding  amount owed to the investors under the notes. In
     order to have sufficient  shares of common stock reserved for issuance upon
     conversion  of the Series D  Preferred  Stock,  including  shares of common
     stock underlying  shares of Series D Preferred Stock issued upon conversion
     of the notes, we must increase our authorized capital stock.

     We are sending you these  materials  to help you decide  whether to approve
     the  amendment  of  the  Certificate  of   Incorporation  to  increase  our
     authorized capital stock.  Additionally,  we are requesting  approval of an
     amendment of our Certificate of  Incorporation to change our corporate name
     and effect a 1 for 12  reverse  stock  split.  After  giving  effect to the
     reverse  stock split,  Mr.  Pappajohn  and Dr.  Schaffer  would  receive an
     aggregate  of  2,928,928  shares of common stock and the shares of Series D
     Preferred Stock of the investors would be convertible into 2,861,820 shares
     of common  stock.  The  Certificate  of  Amendment  of our  Certificate  of
     Incorporation is attached as Appendix A to this proxy statement.


     The Amendment of the Stock Option Plan:

     In connection with the  Acquisition,  several  employees of ACS will become
     our  employees  upon  the  closing  of the  Acquisition.  In  order to have
     sufficient  shares for  issuance  of options  to our  employees,  including
     former  ACS  employees,  after  the  closing  of the  Acquisition,  we must
     increase the number of shares of common stock  reserved for issuance  under
     the Amended and  Restated  Stock  Option Plan of Patient  Infosystems  (the
     "Stock  Option  Plan").  The increase in the number of shares  reserved for
     issuance is provided in the Second  Amended and Restated Stock Option Plan,
     attached as Appendix B to this proxy statement.

Q.   Why are we changing our name to American CareSource Corporation?

A.   Following the closing of the  Acquisition,  we intend to focus our business
     strategy  on  developing  the  ancillary   healthcare  benefits  management
     business currently conducted by ACS. We wish to take advantage of ACS' name
     recognition in such field.

Q.   Why are we effecting a reverse stock split?

A.   We are  effecting  a reverse  stock split  because we wish to increase  the
     trading  price of our common stock and  decrease the number of  outstanding
     shares of our common stock.


Q.   How will the  amendments  to the  Certificate  of  Incorporation  affect my
     ownership of Patient Infosystems?


A.   As a result of the  reverse  stock  split,  you will have  fewer  shares of
     Patient Infosystems common stock than you presently have, although you will
     have substantially all of the rights you now hold. In addition, as a result
     of the  issuance of stock to ACS  pursuant to the terms of the  Acquisition
     and to the investors in the private placement, your shares will represent a
     substantially   smaller  percentage  of  the  total  shares  that  will  be
     outstanding after all of the shares are issued pursuant to the Acquisition.


Q.   Does the Board of  Directors  of Patient  Infosystems  recommend  voting in
     favor of each of the amendments of the Certificate of Incorporation and the
     amendment of the Stock Option Plan?

A.   Our  Board  of  Directors  has  unanimously  determined  that  each  of the
     amendments of the  Certificate  of  Incorporation  and the amendment of the
     Stock  Option  Plan  are  fair  to,  and  in the  best  interests  of,  the
     stockholders  of Patient  Infosystems.  Our Board of Directors  unanimously
     recommends  that  stockholders  vote  FOR  each  of the  amendments  of the
     Certificate of Incorporation and the amendment of the Stock Option Plan.

                                       2


Q.   Who can vote on the amendments of the Certificate of Incorporation  and the
     amendment of the Stock Option Plan?

A.   Holders of Patient  Infosystems  capital  stock at the close of business on
     November 7, 2003,  the Record Date relating to the Special  Meeting,  may
     vote  on the  amendments  of  the  Certificate  of  Incorporation  and  the
     amendment of the Stock Option Plan.


Q.   What if I do not vote or abstain?

A.   If you fail to respond,  it will have the same effect as a vote against the
     proposal to be considered at the Special Meeting.

     o    If you respond and do not  indicate  how you want to vote,  your proxy
          will be counted as a vote in favor of the  proposals to be  considered
          at the Special Meeting.

     o    If you respond and abstain from voting,  your proxy will have the same
          effect as a vote against the proposals to be considered at the Special
          Meeting.

Q.   Do I have Appraisal Rights?

A.   Under  Delaware law, you are not entitled to appraisal  rights with respect
     to the  issuance  of  shares of our  common  stock in  connection  with the
     Acquisition or any other matters addressed herein.

Q.   What do I need to do now?


A.   Read this proxy  statement.  If your shares are held by a broker in "street
     name," follow the voting directions provided to you by your broker. If your
     shares are held in your name, and you wish to vote by proxy,  complete your
     proxy card and indicate how you want to vote.  Sign and mail the proxy card
     in the enclosed return envelope as soon as possible.  You should  complete,
     sign and return your proxy card even if you currently  expect to attend the
     Special  Meeting  and vote in person.  Mailing in a proxy card now will not
     prevent you from later  canceling or "revoking"  your proxy right up to the
     day of the Special Meeting,  and you will ensure that your shares get voted
     if you later  find you are  unable to  attend.  If you sign and send in the
     proxy  card and do not  indicate  how you want to vote,  your proxy will be
     voted FOR each of the amendments of the  Certificate of  Incorporation  and
     FOR the amendment of the Stock Option Plan.


Q.   If my broker  holds my  shares in  "street  name,"  will my broker  vote my
     shares for me?


A.   YOUR  BROKER WILL VOTE YOUR SHARES ONLY IF YOU TELL THE BROKER HOW TO VOTE.
     TO DO SO, FOLLOW THE DIRECTIONS YOUR BROKER PROVIDES. IF YOU DO NOT PROVIDE
     VOTING  INSTRUCTIONS TO YOUR BROKER,  YOUR BROKER WILL NOT VOTE YOUR SHARES
     AND THE FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST EACH OF
     THE AMENDMENTS OF THE CERTIFICATE OF INCORPORATION AND THE AMENDMENT OF THE
     STOCK OPTION PLAN.


Q.   Can I change my vote after I have mailed my signed proxy card?

A.   Yes.  You can change  your vote at any time before the vote is taken at the
     Special Meeting.  You can do this in one of three ways. First, you can send
     a written  notice  dated later than your proxy card  stating that you would
     like to revoke your current  proxy.  Second,  you can complete and submit a
     new proxy card dated later than your  original  proxy  card.  If you choose
     either of these two methods,  you must submit your notice of  revocation or
     your new proxy card to the Assistant Secretary of Patient Infosystems at 46
     Prince Street, Rochester, New York 14607. We must receive the notice or new
     proxy card before the vote is taken at the Special Meeting.  Third, you can
     attend the Special Meeting and vote in person. Simply attending the Special
     Meeting,  however,  will not revoke your proxy.  If you have  instructed  a
     broker to vote your shares,  you must follow the  directions  received from
     your broker as to how to change your vote.

                                       3


                       WHO CAN HELP ANSWER YOUR QUESTIONS



     If you have more questions  about the Special  Meeting,  the Asset Purchase
Agreement,  the amendments of the Certificate of  Incorporation or the amendment
of the Stock Option Plan, you should contact:


                            Patient Infosystems, Inc.
                                46 Prince Street
                            Rochester, New York 14607
                   Attention: Kent Tapper, Assistant Secretary
                                 (585) 242-7200


                                       4




                                     SUMMARY

     The following is a brief summary of certain information contained elsewhere
in this proxy statement. This summary discusses the most material aspects of the
transactions  and is not intended to be a complete  description and is qualified
in its entirety by, and should be read in  conjunction  with,  the more detailed
information  contained  elsewhere in this proxy statement.  This proxy statement
contains  forward-looking  statements that involve risks and uncertainties.  Our
actual  results  could  differ   materially   from  those   anticipated  in  the
forward-looking  statements  as a result  of the  factors  described  under  the
heading "Risk Factors" and elsewhere in this proxy statement.  All references to
"we," "us," and/or "our" in this proxy statement  refer to Patient  Infosystems,
Inc. and its  subsidiary.  Unless  otherwise  noted,  all references to American
CareSource  Corporation  include  Health Data  Solutions,  Inc.,  a  predecessor
corporation.  Unless otherwise noted, share and per share information  regarding
Patient  Infosystems capital stock does not give effect to the proposed 1 for 12
reverse stock split.


The Special Meeting (page 22)

     The Special  Meeting  will be held at 10 a.m.  Eastern  Time on December 9,
2003. At the Special Meeting,  Patient Infosystems stockholders will be asked to
approve the following:

(1)  an amendment of the Certificate of Incorporation of Patient  Infosystems to
     increase the number of authorized  shares of capital  stock to  100,000,000
     divided into 80,000,000  shares of common stock,  par value $0.01 per share
     and 20,000,000 shares of preferred stock, par value $0.01 per share;

(2)  an amendment of the Certificate of Incorporation  of Patient  Infosystems t
     change the name of the company to American CareSource Corporation; and

(3)  an amendment of the Certificate of Incorporation  of Patient  Infosystems t
     provide for a 1 for 12 reverse stock split;

(4)  an  amendment  of the Amended  and  Restated  Stock  Option Plan of Patient
     Infosystems  to increase the number of shares of common stock  reserved for
     issuance under the plan from 1,680,000 to 3,500,000 shares; and

(5)  such other matters that come before the Special Meeting, or any adjournment
     thereof,  that are required to be approved by the  stockholders  of Patient
     Infosystems.

     The Special Meeting will be held at 245 Park Avenue,  27th Floor, New York,
New York 10167.  You can vote, or submit a proxy to vote, at the Special Meeting
if you were a record holder of Patient Infosystems capital stock at the close of
business on November 7, 2003.  If a broker  holds your shares in "street  name,"
you can vote by following  the  instructions  provided by your  broker.  If your
shares are held in your name,  you can vote your shares by attending the meeting
and  voting in person or you can mark the  enclosed  proxy  card with your vote,
sign it and mail it in the enclosed return  envelope.  You can revoke your proxy
at any time before it has been voted.

Record Date and Voting (page 22)

     Approval of each of the amendments of the Certificate of Incorporation  and
the  amendment of the Stock Option Plan  requires  the  affirmative  vote of the
majority of the  outstanding  capital  stock of Patient  Infosystems  assuming a
quorum is present at the Special Meeting in person or by proxy.




                                       5



Patient Infosystems and ACS

Patient Infosystems, Inc.
46 Prince Street
Rochester, New York 14607
(585) 242-7200

     Patient  Infosystems,  Inc. ("Patient  Infosystems") is a health management
solutions  company that integrates  clinical  expertise with advanced  Internet,
call center and data management  capabilities.  Founded as a disease  management
company,  Patient Infosystems has evolved to offer a comprehensive  portfolio of
products and services  designed to improve patient clinical outcomes and quality
of  life,   reduce   healthcare  costs  and  facilitate   patient-provider-payor
communication.   Patient   Infosystems  offers  clinical  support  services  for
employees and patients.  Services  include a 24-hour nurse help and triage line,
chronic  condition  management  programs,  surveys and preventive  care reminder
programs. Patient Infosystems' total health management model, Care Team Connect,
is a  patient-centered  approach  to linking  multiple  sources of  information,
interventions and outcomes under a single comprehensive management system. These
services enable  providers and payors to make more informed and timely decisions
regarding  the care of patients and members.  The result is more cost  effective
care and improvement in human, clinical and economic outcomes.

     Patient  Infosystems  markets  its  services  to a broad  range of clients,
including   pharmaceutical  and  medical  equipment  and  device  manufacturers,
pharmacy benefit managers,  healthcare  payors,  insurance  companies,  employer
groups and healthcare  providers.  Patient  Infosystems was  incorporated in the
State of Delaware on  February  22, 1995 under the name DSMI Corp.,  changed its
name to Disease State Management, Inc. on October 13, 1995, and then changed its
name to Patient  Infosystems,  Inc. on June 28, 1996. Patient Infosystems common
stock is traded on the Over-the-Counter Bulletin Board.

American CareSource Corporation
8080 Tristar Drive, Suite 100
Irving, TX 75063

     American CareSource Corporation ("ACS") is an ancillary healthcare benefits
management  company.  It helps health  benefit plan  sponsors  such as preferred
provider organizations ("PPOs"),  third party administrators  ("TPAs"),  workers
compensation benefits administrators,  insurance companies, employers and unions
improve the quality of ancillary  care  delivered  to health plan members  while
reducing overall ancillary benefits costs.

     American  CareSource  Corporation,  an Indiana  corporation,  was formed in
1997. It was formerly  known as Health Data  Solutions,  Inc.  ("HDS") until its
merger with American CareSource Corporation, a Delaware corporation, on July 31,
2001,  when it  changed  its name to  American  CareSource  Corporation.

Recent Developments


     On May 2, 2000,  the Board of  Directors of Patient  Infosystems  concluded
that it was in the best long term  interests  of the company to seek a strategic
merger partner. ACS was identified as a potential partner. A two and a half year
dialogue  with ACS  culminated  in an  agreement  by both  parties  to  effect a
strategic  merger.  The details of this  transaction and dialogue leading to the
transaction are outlined in detail in this proxy statement. An agreement for the
purchase  and sale of assets was  approved by the Board of  Directors of Patient
Infosystems  and executed on September 23, 2002.  The agreement for purchase and
sale of assets  was  subsequently  amended on April 10,  July 30 and  October 8,
2003. The agreement for purchase and sale of assets, as amended,  is referred to
in this  proxy  statement  as the Asset  Purchase  Agreement.  The  transactions
contemplated by the Asset Purchase  Agreement  cannot be closed without approval
of the  stockholders  of Patient  Infosystems  of an  increase  in the number of
authorized  shares of common stock of Patient  Infosystems.  Upon closing of the
Asset Purchase  Agreement,  Patient Infosystems will change its name to American
CareSource  Corporation and will focus its business  strategy on the development
of the ancillary  healthcare benefits management business currently conducted by
ACS.


                                       6



     On April  10,  2003,  Patient  Infosystems  entered  into a Note and  Stock
Purchase  Agreement,  which was  subsequently  amended on  September  11,  2003,
pursuant to which certain investors,  including John Pappajohn,  a member of the
Board of Directors,  agreed to loan to Patient Infosystems an aggregate of up to
$3.5 million.  In  consideration  for the loans,  Patient  Infosystems  signed a
series of promissory notes and issued an aggregate of 286,182 shares of Series D
Preferred Stock to the investors. The 286,182 shares of Series D Preferred Stock
are convertible into up to 34,431,840 shares of Patient Infosystems common stock
subject to approval by Patient Infosystems' stockholders of the amendment to the
Certificate of Incorporation to increase  authorized capital stock. In addition,
upon closing of the private placement of Patient  Infosystems' capital stock, as
contemplated by the Asset Purchase  Agreement,  the notes issued pursuant to the
Note and Stock Purchase  Agreement  will be convertible  into Series D Preferred
Stock.  The  purpose  of the loan from the  investors  is to  provide  funds for
Patient  Infosystems  to  loan  to ACS  to  provide  working  capital  for  ACS'
operations.

     The  loan  from  Patient  Infosystems  to ACS is  provided  under a  Credit
Agreement  that was  executed  on April 10, 2003 and amended on July 30, 2003 to
increase the amount of the loan under the agreement to $3.4 million. In order to
have sufficient  shares of common stock reserved for issuance upon conversion of
the Series D Preferred Stock,  Patient  Infosystems must increase its authorized
capital stock.

     The private  placement  contemplated  by the Asset  Purchase  Agreement  is
intended to raise funds for use as working capital  following the closing of the
Acquisition.  Patient  Infosystems  has  raised  $3.5  million  in  the  private
placement  and has loaned $3.4 million of such funds to ACS for working  capital
and repayment of indebtedness.

     ACS has received  written  notification  of the  termination of contractual
relations from Quest  Diagnostics and HealthSouth,  which are two of the largest
volume  providers to ACS. Quest  Diagnostics has provided ACS with verbal notice
that it intends to extend its contract until further  notice.  In addition,  the
contract with Quest  Diagnostics and the contract with  HealthSouth each provide
"wind  down" or  "transition"  periods of several  months.  However,  when fully
terminated,  these lost contracts will result in a significant  reduction in ACS
revenues.  ACS'  revenues from these two  providers  were as follows  during the
years ended December 31, 2001 and 2002 respectively:

                             Year Ended                 Year Ended
                          December 31, 2001          December 31, 2002
                   --------------------------- ---------------------------
                                 Percentage of               Percentage of
                       Amount    Total Revenue    Amount     Total Revenue
                   ------------- ------------- ------------- -------------
Quest Diagnostics     $109,000       4.3%       $1,206,000      12.5%
HealthSouth            $89,000       3.5%       $1,051,000      10.9%

     The State of Texas  recently  passed a  regulation  requiring  state funded
workers  compensation  claims to be paid  directly to the  provider of services.
Although Texas workers  compensation  claims  accounted for less than 1% of ACS'
total  revenues for the year ended  December 31, 2002 and ACS  anticipates  that
such  claims  will  account  for less than 1% of its total  revenue for the year
ended  December 31,  2003,  this  regulation  may restrict the ability of ACS to
perform  services or expand services related to workers  compensation  claims in
Texas.


                                       7





PROPOSAL 1 - APPROVAL OF THE AMENDMENT OF THE  CERTIFICATE OF  INCORPORATION  TO
INCREASE  AUTHORIZED CAPITAL STOCK

General (page 25)

     Our acquisition of substantially  all the assets and  substantially  all of
the liabilities of ACS (the  "Acquisition")  provides that in consideration  for
the assets  purchased,  ACS will receive  18,000,000  shares of our common stock
(1,500,000  shares after giving  effect to the 1 for 12 reverse  stock split) or
approximately  16% of our outstanding  common stock on a fully diluted basis. In
order to have a  sufficient  number of shares  to issue to ACS  pursuant  to the
Acquisition  and the other  transactions  relating to the  Acquisition,  we must
amend our  Certificate  of  Incorporation  in order to  increase  the  number of
authorized shares.

Why the Directors Believe that the Acquisition is Fair (page 27)

     Our Board of  Directors  considered  a variety  of  positive  and  negitive
factors in approving the Acquisition.  Our Board of Directors  believes that the
positive  factors  listed  above  provides  value  to us at  least  equal to the
negotiated  purchase  consideration,  and offset the risks  associated  with the
Acquisition. There can be no assurance that such will be the case.


The Asset Purchase Agreement (page 31)


     The  Amended  and  Restated  Agreement  for  Purchase  and Sale of  Assets,
Amendment  No. 1 to Amended and  Restated  Agreement  for  Purchase  and Sale of
Assets and  Amendment  No. 2 to Amended and Restated  Agreement for Purchase and
Sale of Assets  (collectively,  the "Asset Purchase  Agreement") are included as
Appendix C,  Appendix D and  Appendix E to this proxy  statement.  These are the
legal  documents  that govern the  Acquisition  and are  incorporated  herein by
reference.


Structure of the Purchase (page 31)


     The Asset Purchase  Agreement  provides that we will acquire  substantially
all the assets and liabilities of ACS. Patient Infosystems will be the surviving
corporation,  but will change its name to American CareSource Corporation.  When
we complete the Acquisition,  a number of ACS directors and officers will become
members  of  management  of  Patient  Infosystems.   We  hope  to  complete  the
Acquisition as soon as possible following the Special Meeting.


Representations and Warranties (page 32)

     We will make various  customary  representations  and warranties to ACS and
its  stockholders,  and ACS and its  stockholders  will make  various  customary
representations and warranties to us.

There are Various Conditions to the Acquisition (page 33)


     The  Acquisition  will be completed if certain  conditions are met.


     If legally permitted,  Patient Infosystems or ACS may each waive conditions
for the benefit of their respective  companies and stockholders and complete the
Acquisition  even  though one or more of these  conditions  has not been met. We
cannot  assure you that the  conditions  will be satisfied or waived or that the
Acquisition will occur.


The Asset Purchase Agreement May Be Terminated (page 35)


     The  Asset  Purchase  Agreement  may  be  terminated  and  the  Acquisition
abandoned  at any time prior to the closing  date of the  transaction  under the
following conditions:

          o    by mutual agreement in writing by Patient Infosystems and ACS;

                                       8


          o    by  either  Patient   Infosystems  or  ACS  if  the  other  party
               materially  breaches  any  of  the  representations,  warranties,
               covenants or agreements set forth in the Asset Purchase Agreement
               at the time of its execution or on the closing date;

          o    by either Patient  Infosystems or ACS if the other party fails to
               perform  timely,  in all  material  aspects,  the  covenants  and
               obligations  that it is  required  to  perform  under  the  Asset
               Purchase  Agreement  and such  party does not obtain in writing a
               waiver of such performances; or

          o    by either  Patient  Infosystems or ACS at any time after November
               30, 2003 if the closing of the  Acquisition  does not occur prior
               to such date.


Accounting Treatment (page 30)


     The Acquisition  will be accounted for by the purchase method of accounting
for financial reporting purposes.

Federal Income Tax Consequences of the Acquisition (page 30)


     The Acquisition  will not result in any federal income tax  consequences to
our stockholders.  We have been informed that the Acquisition will not result in
federal income tax consequences to ACS stockholders other than those customarily
applied to holders of capital stock.


Interests of Officers and  Directors in the  Acquisition,  Debt  Conversion  and
Private Placement (page 35)


     On June 11, 2002,  our Board of Directors  approved the conversion of up to
$4,642,500 in debt and $438,099 of accrued  interest  owed to Mr.  Pappajohn and
Dr. Schaffer into  36,289,993  shares of our common stock. On August 7, 2002, we
paid  $160,000 of the  outstanding  debt.  As a result,  $4,482,500  in debt and
$438,099 of accrued  interest will be converted  into  35,147,136  shares of our
common  stock.  This  information  does not give effect to the proposed 1 for 12
reverse stock split.

     Currently,  our Certificate of  Incorporation  authorizes us to issue up to
20,000,000  shares  of  common  stock,  10,956,424  of  which  were  issued  and
outstanding and 2,029,040 of which were reserved for issuance under  outstanding
options,  warrants and upon  conversion  of  outstanding  convertible  preferred
stock.  Giving effect to this debt  conversion  will require an amendment to our
Certificate of Incorporation to authorize additional shares of common stock. The
completion of this  transaction  cannot occur unless and until our  stockholders
approve this amendment.

     Also,  on  April  10,  2003,  we  entered  into a Note and  Stock  Purchase
Agreement with certain investors, including Mr. Pappajohn, pursuant to which the
investors  agreed to loan to us an aggregate of up to $2,500,000.  This Note and
Stock  Purchase  Agreement  was  subsequently  amended on September  11, 2003 to
increase the amount of the loan to an aggregate of $3.5 million.  The purpose of
the loan from the investors is to provide funds for us to loan to ACS to provide
working capital for ACS' operations. In consideration for the loans, we signed a
series of promissory  notes and issued  286,182 shares of Series D 9% Cumulative
Convertible  Preferred Stock ("Series D Preferred Stock") to the investors.  The
286,182 shares of Series D Preferred Stock are convertible into up to 34,341,840
shares of our  common  stock  subject to  approval  by our  stockholders  of the
amendment to our Certificate of Incorporation to increase our authorized capital
stock. In addition,  upon closing of the private placement of our capital stock,
as  contemplated by the Asset Purchase  Agreement,  the notes issued pursuant to
the Note and Stock Purchase  Agreement,  as amended,  will be  convertible  into
Series D Preferred  Stock.  The  investors  have  indicated  that they intend to
convert the notes into shares of Series D Preferred Stock, and therefore,  we do
not expect to have to repay the  outstanding  amount owed to the investors under
the notes.  In order to have  sufficient  shares of common  stock  reserved  for
issuance upon conversion of the Series D Preferred  Stock,  including  shares of
common  stock  underlying  shares  of  Series  D  Preferred  Stock  issued  upon
conversion of the notes, we must increase our authorized capital stock.

     Our Board of Directors concluded that the Acquisition,  Debt Conversion and
Private  Placement  are in the best  interests  of Patient  Infosystems  and its
stockholders.  Our Board of Directors has unanimously  approved the amendment of
the  Certificate  of  Incorporation  to increase  authorized  capital  stock and
recommends that you vote FOR such amendment.

                                       9


PROPOSAL 2 - APPROVAL OF THE AMENDMENT OF THE  CERTIFICATE OF  INCORPORATION  TO
CHANGE THE COMPANY'S NAME


Change of Corporate Name (page 36)


     Following  the  closing  of the  Acquisition,  we will  focus our  business
strategy on the current business conducted by ACS. Therefore, we will change our
corporate name to American CareSource Corporation.

     Our Board of  Directors  has  unanimously  approved  the  amendment  of the
Certificate of  Incorporation  to change the company's name and recommends  that
you vote FOR such amendment.

PROPOSAL 3 - APPROVAL OF THE AMENDMENT OF THE  CERTIFICATE OF  INCORPORATION  TO
PROVIDE FOR A REVERSE STOCK SPLIT


Reverse Stock Split (page 36)


     On  September  14,  2000,  our common  stock was  delisted  from the Nasdaq
National  Market because we were unable to maintain the requisite net assets and
market price standards for continued listing. Accordingly, trading of our common
stock is now  conducted on the  Over-the-Counter  Bulletin  Board.  The proposed
reverse stock split of 1 for 12 shares is expected to increase the trading price
of  our  stock,  which  may  enable  us to  have  our  securities  listed  on an
interdealer  quotations system or securities exchange.  However, there can be no
assurance  that even if the reverse  stock split is  effected,  we will meet the
other listing criteria of an interdealer quotation system or securities exchange
and there can be no assurance that the reverse stock split will in fact cause an
increase in the trading price of our common stock.

     Our Board of  Directors  has  unanimously  approved  the  amendment  of the
Certificate of Incorporation to provide for a reverse stock split and recommends
that you vote FOR such amendment.

PROPOSAL 4 -  APPROVAL OF THE AMENDMENT OF THE STOCK OPTION PLAN (page 40)


     Our stockholders are being asked to approve an amendment of the Amended and
Restated  Stock  Option Plan of Patient  Infosystems  to increase  the number of
shares of common stock  reserved for issuance  under the plan from  1,680,000 to
3,500,000  shares. In order to have sufficient shares for issuance of options to
our employees and former ACS employees after the closing of the Acquisition,  we
must increase the number of shares of common stock  reserved for issuance  under
the plan.


     Our Board of Directors has unanimously  approved the amendment of the Stock
Option Plan and recommends that you vote FOR such amendment.


                                       10



                                  RISK FACTORS


Risks Particular to the Acquisition

We may have difficulty integrating the business of ACS with our existing
operations.


     Patient  Infosystems  is  a  health  management   solutions  company.   The
acquisition of ACS will involve the integration of Patient  Infosystems  into an
ancillary health benefits  company,  a business  completely  different from that
currently  conducted  by  Patient  Infosystems.  We cannot  assure  you that the
integration  of  Patient  Infosystems  with ACS will be  successfully  completed
without  encountering  difficulties  or  experiencing  the  loss of key  Patient
Infosystems or ACS employees,  customers or suppliers, or that the benefits from
such  integration will be realized.  In addition,  we cannot assure you that the
management  teams of ACS and Patient  Infosystems  will be able to  successfully
work with each other.

ACS has  never  earned  profits  and we may  need to  raise  additional  capital
following the Acquisition to fund continuing losses.

     ACS has never earned profits and its recent  operations have been supported
substantially by loans from Patient Infosystems,  ACS' majority stockholders and
related parties.  For the years ended December 31, 2001 and 2002, ACS recorded a
net loss of  approximately  $3.2  million and $4.5  million,  respectively.  ACS
expects that it will continue to incur losses for the  foreseeable  future.  ACS
has not, since its inception,  operated profitably and there can be no assurance
that it  will  be able to  generate  increased  revenue  or  achieve  profitable
operations in the future. In addition,  Patient Infosystems' operations have not
been  profitable and Patient  Infosystems  has suffered  severe working  capital
shortfalls.  ACS will need continued funding through the date of the Acquisition
in order to meet its obligations  under its loan commitments and to maintain its
operations.  Its needs  for  capital  will  continue  following  the date of the
Acquisition  after its  operations  are  integrated  into  Patient  Infosystems'
operations.  Although  Patient  Infosystems  expects to have completed a private
placement of securities  following the Acquisition,  and has raised $3.5 million
as of September 12, 2003 in  connection  with such private  placement,  the $3.5
million has already been spent on working capital and repayment of indebtedness.
There can be no assurance that any additional  proceeds of the private placement
will be  adequate  to sustain  operations  for an  extended  period of time.  In
addition,  there can be no assurance  that Patient  Infosystems  will be able to
obtain  additional  sources of funds,  or that such funds will be  available  on
favorable terms.

You will suffer immediate and substantial dilution of your percentage equity and
voting interest.

     Patient Infosystems will issue, on a post-split basis,  1,500,000 shares of
common stock to ACS in  connection  with the  Acquisition,  2,928,928  shares of
common stock upon the conversion of indebtedness  and 4,000,000 shares of common
stock on an  as-converted  basis  as a  result  of the  private  placement.  The
Acquisition  shares  will  represent  approximately  16%  (prior to the  private
placement),  the  private  placement  shares  will  represent  30% and the  debt
conversion will represent 22% of Patient Infosystems outstanding common stock on
a fully  diluted  basis after giving effect to the 1 for 12 reverse stock split.
Accordingly,  the Acquisition and related  transactions  will have the effect of
substantially  reducing  the  percentage  equity and voting  interest of each of
Patient Infosystems' current stockholders.


ACS will be able to significantly influence us following the Acquisition.


     The substantial  ownership of our common stock by ACS after the Acquisition
will  provide  it with the  ability to  exercise  substantial  influence  in the
election  of  directors  and other  matters  submitted  for  approval by Patient
Infosystems'  stockholders.  Following  the  closing  of  the  Acquisition,  the
ownership of our common  stock by ACS will  represent  approximately  16% of the
outstanding  common stock of Patient  Infosystems on a fully diluted basis after
giving  effect  to the 1 for 12  reverse  stock  split.  This  concentration  of
ownership  of  our  common  stock  may  make  it  difficult  for  other  Patient
Infosystems  stockholders to successfully approve or defeat matters which may be
submitted  for  action  by our  stockholders.  It may also  have the  effect  of
delaying,  deterring or  preventing  a change in control of Patient  Infosystems
without the consent of ACS.


We may lose rights under contracts with customers and other third parties as a
result of the Acquisition.

     Patient Infosystems and ACS each have contracts with suppliers,  customers,
licensors,  licensees and other business  partners.  The Acquisition may trigger
requirements  under some of these  contracts  to obtain the  consent,  waiver or
approval of the other parties.  If Patient Infosystems cannot do so, it may lose
some of these  contracts or have to renegotiate  the contracts on terms that are
less favorable to it. In addition,  many of these contracts are for a short term
or may be terminated  following a short notice period. A loss of these contracts
would  reduce  Patient  Infosystems'  revenues  and  may,  in the  case  of some
contracts, affect rights that are important to the operation of its business.

                                       11


Risks Specific to Our Business

We face working capital shortfalls and have an urgent need for working capital.

     If we are unable to obtain sufficient working capital, we may face possible
cessation of operations.

Our auditors have expressed  uncertainty  regarding our ability to continue as a
going concern.

     Patient  Infosystems  has never earned  profits and has been dependent upon
proceeds of its initial  public  offering and private  placements  of its equity
securities  and debt,  through  which  Patient  Infosystems  has raised over $25
million to date, to fund its working capital  requirements.  Patient Infosystems
incurred an  operating  loss of  approximately  $1.7  million for the year ended
December 31, 2002 and had an approximate $6.1 million deficit in working capital
and a stockholders'  deficit of approximately $8.7 million at December 31, 2002.
Since  September  2000,  Patient  Infosystems'  operations  have been  supported
substantially by loans from certain directors of Patient  Infosystems.  On March
23,  2003,  Mr.  Pappajohn  and  Dr.  Schaffer  made  a  commitment  to  Patient
Infosystems  to obtain the  operating  funds that Patient  Infosystems  believes
would be sufficient to fund its operations  through December 31, 2003 based upon
an operation forecast of the company. As with any forward looking projection, no
assurances can be given  concerning the outcome of Patient  Infosystems'  actual
financial status given the substantial uncertainties that exist. There can be no
assurance given that Patient  Infosystems can raise either the required  working
capital  through the sale of its  securities  or that  Patient  Infosystems  can
borrow the additional  amounts  needed.  If it is unable to identify  additional
sources of capital, Patient Infosystems will be required to cease operations. As
a result of the above, the Independent  Auditors' Report on Patient Infosystems'
consolidated financial statements includes an emphasis paragraph indicating that
Patient Infosystems' recurring losses from operations,  negative working capital
and stockholders'  deficit raise substantial doubt about its ability to continue
as a going concern.  The accompanying  consolidated  financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

We have substantial indebtedness and will require additional funds in order to
continue operations.

     As of December 31,  2002,  Patient  Infosystems  had total  liabilities  of
$9,887,505 and a working  capital  deficit of  $6,135,451.  Also at December 31,
2002,  Patient  Infosystems had a stockholders'  deficit of $8,670,239.  Through
December  31, 2002 these  amounts  reflect  the effects of Patient  Infosystems'
continuing losses,  issuance of demand notes totaling $5,077,500 to directors of
Patient  Infosystems and long term borrowings of $3,000,000  against its line of
credit.  Patient  Infosystems has never earned profits and, since its inception,
Patient  Infosystems has primarily funded its operations,  working capital needs
and capital  expenditures from debt and the sale of equity  securities.  Patient
Infosystems is currently  maintaining it operations  only through the receipt of
continuing  loans from one of its directors.  If these loans or additional funds
were not  available,  Patient  Infosystems  would  likely be  required  to cease
operations.

We have a history of operating losses and continued limited patient enrollment.

     Patient  Infosystems  has  incurred  losses  in  every  quarter  since  its
inception in February 1995. Patient  Infosystems'  ability to operate profitably
is  dependent  upon its  ability  to  develop  and  market  its  products  in an
economically  successful manner. To date, Patient Infosystems has been unable to
do so. No  assurances  can be given  that  Patient  Infosystems  will be able to
generate revenues or ever operate profitably in the future.

     Patient Infosystems'  prospects must be considered in light of the numerous
risks, expenses,  delays and difficulties  frequently encountered in an industry
characterized  by  intense  competition,  as well as the risks  inherent  in the
development  of  new  programs  and  the   commercialization   of  new  services
particularly  given its failure to date to operate  profitably.  There can be no
assurance  that  Patient   Infosystems   will  achieve   recurring   revenue  or
profitability on a consistent basis, if at all.

     In October 1996, Patient  Infosystems began enrolling patients in its first
disease  management  program and only began substantial  patient contacts during
1998.  Patient  Infosystems  currently  has  patients  enrolled  in  five of its
disease-specific  programs. Through February 2002, an aggregate of approximately
650,000 persons have been enrolled in Patient  Infosystems'  programs.  However,
Patient  Infosystems  has  never  been  able to  enroll a  sufficient  number of
patients to cover the cost of its  programs.  The  participation  of patients in
Patient Infosystems' programs has been limited by several factors, including the
limited  ability  of  clients  to  provide  Patient  Infosystems  with  accurate
information with respect to the specific patient  populations,  including coding
errors that  necessitated  extensive  labor-intensive  data processing  prior to
program  implementation.   In  addition,  Patient  Infosystems  has  encountered
resistance to its systems from patients and other sources of information.

                                       12


We have recently lost two important clients.

     During the fiscal  year  ended  December  31,  2002,  approximately  54% of
Patient Infosystems' revenue came from two clients, AstraZeneca, Inc. ("Zeneca")
and a healthcare insurance entity (the "Client"). Zeneca sponsored patients from
an affiliate of Client (the "Sponsored  Group") in a program operated by Patient
Infosystems.  Client directly  sponsored  patients from one of its affiliates in
substantially  the same  program as that  provided to the  Sponsored  Group.  In
September 2002, Patient  Infosystems  received  notification from Zeneca that it
intended to  terminate  its service  agreement  with Patient  Infosystems  as of
January 1, 2003.  In  January  2003,  Client  assumed  approximately  20% of the
Sponsored  Group  under its  service  agreement  with  Patient  Infosystems.  In
February 2003, Patient Infosystems received  notification that Client intends to
terminate its service  agreement  with Patient  Infosystems,  effective  July 1,
2003.  Neither  Zeneca  nor  Client  cited  any  dispute  with or  breach of any
agreement by Patient Infosystems.

The interests of our current stockholders may be diluted as a result of our need
to raise additional working capital.

     In connection with their financing of Patient Infosystems' operations,  Mr.
Pappajohn and Dr.  Schaffer have been awarded  2,735,822  shares of common stock
over the  last two  years.  In  addition,  we have  agreed  to issue  35,147,136
(2,928,928  post-split)  additional  shares of common stock to Mr. Pappajohn and
Dr. Schaffer upon the conversion of $4,920,599 in outstanding loans from them to
Patient  Infosystems.  As Patient  Infosystems  seeks  additional  financing  or
purchases,  it is likely that it will issue a  substantial  number of additional
shares that may be extremely dilutive to the current stockholders.  As a result,
the value of outstanding shares of common stock could decline further.

Our customers are highly concentrated.

     During 2000, a significant  customer ceased operation of services  supplied
by Patient  Infosystems,  which had a material  adverse effect on the results of
operations.  Patient Infosystems'  business is concentrated in a small number of
customers, with several of Patient Infosystems' most significant contracts being
with Zeneca,  CHA Health and Independence  Blue Cross.  Patient  Infosystems has
received  notice  of  termination  from  Zeneca  and  expects  that its sales of
services will be concentrated in a small number of customers for the foreseeable
future. Consequently, the loss of any one of its customers could have a material
adverse  effect  on  Patient  Infosystems  and its  operations.  There can be no
assurance  that  customers   will  maintain   their   agreements   with  Patient
Infosystems, enroll a sufficient number of patients in the programs developed by
Patient  Infosystems  for it to  achieve  or  maintain  profitability,  or  that
customers will renew their  contracts upon  expiration or on terms  favorable to
Patient Infosystems.

We have no  independent  directors  and  will  likely  encounter  difficulty  in
obtaining independent directors.

     In February 2002, Carl Korht, a director of Patient  Infosystems,  resigned
effective  April 1,  2002.  Mr.  Korht  did not cite any  dispute  with  Patient
Infosystems   and  indicated   that  his  reasons  for  departing  from  Patient
Infosystems  were  personal.  As a result,  the Board of  Directors  of  Patient
Infosystems now only consists of three persons. One director,  Mr. Chaufournier,
is also the Chief Executive Officer of Patient  Infosystems.  The other two, Mr.
Pappajohn and Dr.  Schaffer,  are owed  significant  amounts of money by Patient
Infosystems.  Due to the current regulatory  environment and financial condition
of Patient  Infosystems,  it is anticipated that it will be difficult to attract
independent directors to join the Board of Directors.  Further, no assurance can
be given that Patient  Infosystems' current or future members of management will
be able to operate the business of Patient Infosystems effectively.

Our services agreements are generally terminable upon short notice.

     Patient   Infosystems'  current  services  agreements  with  its  customers
generally  automatically  renew and may be terminated by those customers without
cause upon notice of between 30 and 90 days. In general,  customer contracts may
include  significant  performance  criteria  and  implementation  schedules  for
Patient  Infosystems.  Failure to satisfy such  criteria or meet such  schedules
could result in termination of the agreements.

                                       13


Our services incorporate a new concept which may not be widely accepted and we
may encounter limitations on our commercialization strategy.

     In connection with the  commercialization  of Patient  Infosystems'  health
information  system,  Patient  Infosystems is marketing  relatively new services
designed to link patients,  healthcare  providers and payors in order to provide
specialized disease management services for targeted chronic diseases.  However,
at this time,  services  of this type have not gained  general  acceptance  from
Patient  Infosystems'  customers.  This is still  perceived to be a new business
concept in an industry  characterized by an increasing number of market entrants
who have introduced or are developing an array of new services. As is typical in
the case of a new  business  concept,  demand  and market  acceptance  for newly
introduced services are subject to a high level of uncertainty, and there can be
no  assurance  as to  the  ultimate  level  of  market  acceptance  for  Patient
Infosystems'  system,  especially  in the  healthcare  industry,  in  which  the
containment of costs is emphasized.  Because of the subjective nature of patient
compliance,  Patient Infosystems may be unable, for an extensive period of time,
to develop a significant  amount of data to demonstrate  to potential  customers
the  effectiveness  of its  services.  Even after such time, no assurance can be
given  that  Patient  Infosystems'  data  and  results  will  be  convincing  or
determinative  as to the success of its system.  There can be no assurance  that
increased  marketing  efforts  and the  implementation  of Patient  Infosystems'
strategies  will result in market  acceptance  for its services or that a market
for Patient  Infosystems'  services will develop or not be limited.

Our success depends upon the accuracy of information provided by patients.

     The ability of Patient  Infosystems to monitor and modify patient  behavior
and to provide information to healthcare  providers and payors, and consequently
the success of Patient Infosystems' disease management system, is dependent upon
the accuracy of information received from patients.  Patient Infosystems has not
taken, and does not expect that it will take, specific measures to determine the
accuracy of information  provided to Patient  Infosystems by patients  regarding
their medical histories. No assurance can be given that the information provided
to Patient Infosystems by patients will be accurate. To the extent that patients
have  chosen not to comply  with  prescribed  treatments,  such  patients  might
provide  inaccurate  information to avoid  detection.  Because of the subjective
nature of medical  treatment,  it will be difficult for Patient  Infosystems  to
validate or confirm any such information. In the event that patients enrolled in
Patient  Infosystems'  programs provide inaccurate  information to a significant
degree,   Patient  Infosystems  would  be  materially  and  adversely  affected.
Furthermore,  there can be no assurance  that patient  interventions  by Patient
Infosystems will be successful in modifying patient behavior,  improving patient
health or reducing costs in any given case.  Many  potential  customers may seek
data from Patient  Infosystems with respect to the results of its programs prior
to retaining it to develop new disease  management  or other health  information
programs. Patient Infosystems' ability to market its system to new customers may
be limited if it is unable to demonstrate  successful  results for its programs.

Our market is highly competitive. Competitive pressures may adversely affect our
operating results.

     The market for  healthcare  information  products and services is intensely
competitive.  Competitors  vary in size and in scope and breadth of products and
services  offered,  and Patient  Infosystems  competes with various companies in
each of its disease target  markets.  Many of Patient  Infosystems'  competitors
have  significantly  greater  financial,   technical,  product  development  and
marketing  resources  than  Patient   Infosystems.   Furthermore,   other  major
information,  pharmaceutical  and  healthcare  companies not presently  offering
disease  management  or other  healthcare  information  services  may  enter the
markets in which  Patient  Infosystems  intends to compete.  In  addition,  with
sufficient financial and other resources,  many of these competitors may provide
services similar to those of Patient Infosystems  without substantial  barriers.
Patient  Infosystems does not possess any patents with respect to its integrated
information capture and delivery system.

     Patient Infosystems'  competitors include specialty  healthcare  companies,
healthcare  information  system  and  software  vendors,  healthcare  management
organizations,  pharmaceutical  companies and other service companies within the
healthcare  industry.  Many of  these  competitors  have  substantial  installed
customer  bases in the healthcare  industry and the ability to fund  significant
product development and acquisition  efforts.  Patient Infosystems also competes
against other companies that provide  statistical and data management  services,
including clinical trial services to pharmaceutical companies.

                                       14


     Patient Infosystems believes that the principal  competitive factors in its
market are the ability to link patients,  healthcare  providers and payors,  and
provide the relevant healthcare  information at an acceptable cost. In addition,
Patient  Infosystems  believes  that the  ability to  anticipate  changes in the
healthcare  industry  and  identify  current  needs  are  important  competitive
factors.  There can be no assurance that  competitive  pressures will not have a
material adverse effect on Patient Infosystems.

Our quarterly operating results have been, and may continue to be, volatile.

     Patient  Infosystems'  results of operations have fluctuated  significantly
from quarter to quarter as a result of a number of factors, including the volume
and timing of sales and the rate at which customers implement disease management
and  other  health  information   programs  within  their  patient  populations.
Accordingly,  Patient  Infosystems'  future  operating  results are likely to be
subject to variability  from quarter to quarter and could be adversely  affected
in any particular quarter.

We are dependent upon data processing capabilities and telecommunications.

     The business of Patient Infosystems is dependent upon its ability to store,
retrieve,  process  and  manage  data  and to  maintain  and  upgrade  its  data
processing  capabilities.  Interruption of data processing  capabilities for any
extended length of time, loss of stored data, programming errors, other computer
problems or  interruptions  of telephone  service could have a material  adverse
effect on the business of Patient Infosystems.

We are subject to extensive government regulation.

     The  healthcare  industry,  including the current and proposed  business of
Patient Infosystems,  is subject to extensive regulation by both the Federal and
state  governments.  A number  of  states  have  extensive  licensing  and other
regulatory   requirements   applicable  to  companies  that  provide  healthcare
services.  Additionally,  services  provided to health  benefit plans in certain
cases are subject to the provisions of the Employee  Retirement  Income Security
Act of 1974, as amended ("ERISA") and may be affected by other state and Federal
statutes.  Generally,  state laws  prohibit the practice of medicine and nursing
without a license.  Many  states  interpret  the  practice of nursing to include
health  teaching,  health  counseling,  the  provision of care  supportive to or
restorative  of life  and well  being  and the  execution  of  medical  regimens
prescribed by a physician.  Accordingly,  to the extent that Patient Infosystems
assists  providers in improving  patient  compliance by  publishing  educational
materials  or  providing  behavior  modification  training  to  patients,   such
activities could be deemed by a state to be the practice of medicine or nursing.
Although Patient Infosystems has not conducted a survey of the applicable law in
all 50 states, it believes that it is not engaged in the practice of medicine or
nursing.  There  can  be  no  assurance,   however,  that  Patient  Infosystems'
operations  will not be challenged as  constituting  the unlicensed  practice of
medicine or nursing.  If such a challenge were made  successfully  in any state,
Patient  Infosystems could be subject to civil and criminal penalties under such
state's law and could be required to restructure its contractual arrangements in
that state.  Such  results or the  inability  to  successfully  restructure  its
contractual  arrangements  could  have a  material  adverse  effect  on  Patient
Infosystems.

     Patient  Infosystems is subject to state laws governing the confidentiality
of patient information. A variety of statutes and regulations exist safeguarding
privacy and  regulating the  disclosure  and use of medical  information.  State
constitutions  may provide  privacy rights and states may provide private causes
of action for  violations  of an  individual's  "expectation  of privacy."  Tort
liability  may  result  from   unauthorized   access  and  breaches  of  patient
confidence. Patient Infosystems intends to comply with state law and regulations
governing medical information privacy.

     In  addition,  on August 21,  1996  Congress  passed  the Health  Insurance
Portability and Accountability Act of 1996 ("HIPAA").  This legislation required
the Secretary of the  Department of Health and Human  Services to adopt national
standards for electronic health  transactions and the data elements used in such
transactions.  The Secretary has adopted  safeguards to ensure the integrity and
confidentiality  of such  health  information.  Violation  of the  standards  is
punishable  by fines and, in the case of  wrongful  disclosure  of  individually
identifiable  health  information,  imprisonment.  Although Patient  Infosystems
intends to comply with all applicable  laws and  regulations  regarding  medical
information  privacy,  failure to do so could have an adverse  effect on Patient
Infosystems' business.

                                       15


     Patient  Infosystems  and its customers may be subject to Federal and state
laws  and  regulations  that  govern  financial  and  other  arrangements  among
healthcare  providers.  These laws prohibit  certain fee splitting  arrangements
among healthcare providers,  as well as direct and indirect payments,  referrals
or other  financial  arrangements  that are designed to induce or encourage  the
referral of patients to, or the  recommendation  of, a  particular  provider for
medical  products  and  services.  Possible  sanctions  for  violation  of these
restrictions include civil and criminal penalties. Criminal penalties range from
misdemeanors, which carry fines of not more than $10,000 or imprisonment for not
more than one year,  or both,  to  felonies,  which carry fines of not more than
$25,000 or imprisonment for not more than five years, or both. Further, criminal
violations  may  result  in  permanent   mandatory   exclusions  and  additional
permissive exclusions from participation in Medicare and Medicaid programs.

     Furthermore,  Patient  Infosystems  and its  customers  may be  subject  to
federal  and  state  laws and  regulations  governing  the  submission  of false
healthcare claims to the government and private payors.  Possible  sanctions for
violations of these laws and regulations include minimum civil penalties between
$5,000 to $10,000 for each false claim and treble damages.

     Regulation  in  the  healthcare  field  is  constantly  evolving.   Patient
Infosystems is unable to predict what government regulations,  if any, affecting
its business may be promulgated  in the future.  Patient  Infosystems'  business
could be  adversely  affected by the  failure to obtain  required  licenses  and
governmental  approvals,  comply  with  applicable  regulations  or comply  with
existing or future laws, rules or regulations or their  interpretations.

We may be adversely affected by significant changes in the healthcare industry.

     The  healthcare  industry is subject to changing  political,  economic  and
regulatory  influences that may affect the procurement  practices and operations
of healthcare industry participants.  Several lawmakers have announced that they
intend to propose programs to reform the U.S. healthcare system.  These programs
may contain proposals to increase governmental involvement in healthcare,  lower
reimbursement  rates and otherwise change the operating  environment for Patient
Infosystems and its targeted  customers.  Healthcare  industry  participants may
react to these  proposals  and the  uncertainty  surrounding  such  proposals by
curtailing  or  deferring  certain  expenditures,  including  those for  Patient
Infosystems'  programs.  Patient Infosystems cannot predict what impact, if any,
such changes in the healthcare  industry  might have on its business,  financial
condition and results of operations.  In addition, many healthcare providers are
consolidating  to create larger  healthcare  delivery  enterprises  with greater
regional market power. As a result, the remaining enterprises could have greater
bargaining  power,  which  may lead to price  erosion  of  Patient  Infosystems'
programs.  The failure of Patient  Infosystems to maintain adequate price levels
could have a material adverse effect on its business.

We are dependent on our customers for marketing and patient enrollment.

     Patient Infosystems has limited financial, personnel and other resources to
undertake extensive marketing  activities.  One element of Patient  Infosystems'
marketing strategy involves marketing specialized disease management programs to
pharmaceutical  companies and managed care  organizations,  with the intent that
those  customers will market the program to parties  responsible for the payment
of healthcare  costs,  who will enroll  patients in the  programs.  Accordingly,
Patient  Infosystems  will, to a degree,  be dependent upon its customers,  over
whom it has no control, for the marketing and implementation of its programs and
for the receipt of valid patient  information.  The timing and extent of patient
enrollment is completely within the control of Patient  Infosystems'  customers.
Patient   Infosystems  has  faced  difficulty  in  receiving   reliable  patient
information from certain  customers,  which has hampered its ability to complete
certain of its projects.  To the extent that an adequate  number of patients are
not enrolled in the program,  or enrollment of initial patients by a customer is
delayed for any reason,  Patient  Infosystems'  revenue may be  insufficient  to
support its activities.

We face potential medical liability claims. We may not have sufficient insurance
to cover such claims.

     Patient  Infosystems will provide  information to healthcare  providers and
managed care organizations upon which determinations affecting medical care will
be made,  and it could share in  potential  liabilities  for  resulting  adverse
medical  consequences to patients.  In addition,  Patient Infosystems could have
potential  legal  liability  in the  event  it fails to  record  or  disseminate
correctly  patient  information.  Patient  Infosystems  maintains  an errors and
omissions  insurance policy with coverage of $5 million in the aggregate and per
occurrence.  Although Patient Infosystems does not believe that it will directly
engage in the  practice of medicine or direct  delivery of medical  services and
has not  been a party  to any  such  litigation,  it  maintains  a  professional
liability  policy  with  coverage  of  $5  million  in  the  aggregate  and  per
occurrence.  There can be no assurance that Patient Infosystems'  procedures for
limiting liability have been or will be effective, that Patient Infosystems will
not be subject to litigation  that may  adversely  affect  Patient  Infosystems'
results of operations, that appropriate insurance will be available to it in the
future at acceptable cost or at all or that any insurance  maintained by Patient
Infosystems  will  cover,  as to scope or amount,  any  claims  that may be made
against Patient Infosystems.

                                       16


Any inability to adequately  protect our  intellectual  property  could harm our
competitive position.

     Patient Infosystems considers its methodologies,  processes and know-how to
be proprietary. Patient Infosystems seeks to protect its proprietary information
through  confidentiality  agreements  with its employees.  Patient  Infosystems'
policy is to have employees  enter into  confidentiality  agreements  containing
provisions  prohibiting  the  disclosure of  confidential  information to anyone
outside  Patient  Infosystems,  requiring  employees  to  acknowledge,  and,  if
requested, assist in confirming Patient Infosystems' ownership of any new ideas,
developments,   discoveries  or  inventions  conceived  during  employment,  and
requiring  assignment  to  Patient  Infosystems  of  proprietary  rights to such
matters that are related to its business.  There can be no assurance  that these
steps  taken to  protect  Patient  Infosystems'  intellectual  property  will be
successful.  If Patient Infosystems does not adequately protect its intellectual
property,  competitors may be able to use its  technologies  and erode or negate
its competitive advantage.

Risks Specific to ACS' Business

ACS has a history of operating losses.

     ACS has incurred losses in each of the past five years. For the years ended
December  31,  2001 and 2002,  ACS  recorded  a net loss of  approximately  $3.2
million and $4.5  million,  respectively.  ACS expects that it will  continue to
incur  losses for the  foreseeable  future.  ACS has not,  since its  inception,
operated  profitably  and  there  can be no  assurance  that  it will be able to
generate increased revenue or achieve profitable  operations in the future. As a
result  of the  above,  the  Independent  Auditors'  Report  on  ACS'  financial
statements  includes an emphasis paragraph  indicating that there is substantial
doubt  about its  ability  to  continue  as a going  concern.  The  accompanying
financial  statements  do not  include  adjustments  that might  result from the
outcome of this uncertainty.

ACS faces working capital shortfalls and has an urgent need for working capital.

     ACS has  never  earned  profits  and its  operations  have  been  supported
substantially by loans from Patient Infosystems,  its majority  stockholders and
related  parties.  ACS  will  need  continued  funding  in  order  to  meet  its
obligations under its loan commitments and to maintain its operations.  Although
Patient  Infosystems  has loaned  $3.4  million to ACS,  this will likely not be
sufficient to fund  operations.  There can be no assurance that ACS will be able
to obtain  additional  sources of funds, or that such funds will be available on
terms  favorable  to ACS.  In  addition,  ACS must incur costs  associated  with
capital expenditures to systemize operations. There can be no assurance that ACS
will have sufficient funds for such capital expenditures.

ACS is dependent on payments from third party payors.

     The  profitability  of ACS will depend on payments  provided by third-party
payors.  Competition for patients,  efforts by traditional third-party payors to
contain or reduce healthcare costs and the increasing  influence of managed care
payors such as health maintenance organizations in recent years have resulted in
reduced rates of reimbursement.  If these trends continue,  they could adversely
affect ACS' results of operations  unless ACS can  implement  measures to offset
the loss of  revenues  and  decreased  profitability.  In  addition,  changes in
reimbursement policies of private and governmental third-party payors, including
policies  relating to the  Medicare  and  Medicaid  programs,  could  reduce the
amounts  reimbursed to these customers for ACS' services and  consequently,  the
amount these customers would be willing to pay for the services.

                                       17


ACS has a limited number of customers, a few of which account for a substantial
portion of its business.


     Four of ACS' customers were responsible for  approximately  $7,145,000,  or
75%, of its revenue for the year ended December 31, 2002 and four customers were
responsible for  approximately  $2,086,000,  or 82%, of its revenue for the year
ended December 31, 2001. Further,  ACS has received written  notification of the
termination of contractual  relations from Quest  Diagnostics  and  HealthSouth,
which in the aggregate accounted for over 23% of ACS' revenues during the fiscal
year ended December 31, 2002. The termination of these contacts will result in a
significant  reduction of ACS's  revenues.  In addition,  ACS generally does not
have long-term contracts with its other customers.  Significant  declines in the
level of use of ACS  services  by one or more of these  customers  could  have a
material   adverse   effect  on  ACS'   business  and  results  of   operations.
Additionally,  an  adverse  change in the  financial  condition  of any of these
customers,  including an adverse change as a result of a change in  governmental
or private reimbursement  programs,  could have a material adverse effect on its
business.


ACS is dependent upon discounted rates made available by ancillary service
providers.

     ACS has contracts with over 5,000  ancillary  service  providers;  however,
such  contracts  generally  are not long term.  ACS  obtains  revenue  from cost
savings that it is able to receive from the ancillary service providers and pass
on to customers.  Should the ancillary service providers not continue to provide
a discount to ACS, ACS will be unable to  recognize  any profit from the sale of
services to payors or networks.

Changes in state and federal  regulations could restrict ACS' ability to conduct
its business.

     Numerous  state and federal laws and  regulations  affect ACS' business and
operations.  These laws and regulations include, but are not necessarily limited
to:

     o    healthcare  fraud  and  abuse  laws and  regulations,  which  prohibit
          illegal referral and other payments;



     o    Employee   Retirement   Income   Security  Act  of  1974  and  related
          regulations, which regulate many healthcare plans;

     o    mail pharmacy laws and regulations;

     o    privacy and confidentiality laws and regulations;

     o    consumer protection laws and regulations;

     o    legislation imposing benefit plan design restrictions;

     o    various   licensure  laws,  such  as  managed  care  and  third  party
          administrator licensure laws;

     o    drug pricing legislation; and

     o    Medicare and Medicaid reimbursement regulations.

     ACS believes it is operating its business in  substantial  compliance  with
all existing legal requirements material to the operation of its business. There
are,  however,  significant  uncertainties  regarding the application of many of
these legal requirements to its business, and there cannot be any assurance that
a regulatory agency charged with enforcement of any of these laws or regulations
will not interpret them differently or, if there is an enforcement  action, that
ACS'  interpretation  would prevail.  In addition,  there are numerous  proposed
healthcare laws and  regulations at the federal and state levels,  many of which
could materially affect ACS' ability to conduct its business or adversely affect
its results of operations.


     For example,  the State of Texas requires state funded workers compensation
claims to be paid  directly to the provider of  services.  This  regulation  may
restrict  the  ability of ACS to perform  and  expand  its  services  related to
workers  compensation  claims in Texas.  ACS'  ability to perform and expand its
services  related to workers  compensation  claims may be further limited to the
extent other states enact regulations similar to that of Texas.


ACS is subject to HIPAA.

     On August 21, 1996 Congress  passed the Health  Insurance  Portability  and
Accountability Act of 1996 ("HIPAA"). This legislation required the Secretary of
the  Department  of Health and Human  Services to adopt  national  standards for
electronic health  transactions and the data elements used in such transactions.
The Secretary has adopted safeguards to ensure the integrity and confidentiality
of such health  information.  Violation of the  standards is punishable by fines
and, in the case of wrongful  disclosure  of  individually  identifiable  health
information,  imprisonment.  Although ACS intends to comply with all  applicable
laws and regulations  regarding medical  information  privacy,  failure to do so
could have an adverse effect on ACS' business.

                                       18


Competition  in the  pharmacy  benefits  management  industry  could reduce ACS'
profit margins.

     Pharmacy  benefit  management  companies  ("PBMs")  are actual or potential
competitors of ACS. These companies include well-established companies which may
have greater financial,  marketing and technological resources than ACS, such as
Merck-Medco,  Express Scripts,  Advance PCS and Caremark Rx.  Competition in the
marketplace  has caused  many PBMs to reduce the prices  charged to clients  for
core  services  and share a larger  portion of the  formulary  fees and  related
revenues  received  from  drug  manufacturers  with  clients.   Increased  price
competition  could reduce ACS' profit margins and have a material adverse effect
on its results of operations.


There are limited barriers to entry into the ancillary services market.

     Although ACS is not aware of any  organization  or company  that  currently
provides similar ancillary  services  management,  there are limited barriers to
entry into the ancillary services  management  market.  Major benefit management
companies and healthcare  companies not presently  offering  ancillary  services
management  may decide to enter the market.  These  companies  may have  greater
financial,  marketing  and other  resources  than ACS.  Competition  from  other
companies may have a material  adverse  effect on ACS'  financial  condition and
results of operations.

ACS faces risks related to changes in the healthcare industry.

     In recent years, the healthcare  industry has undergone  significant change
driven  by  various  efforts  to  reduce  costs,  including  potential  national
healthcare reform, trends toward managed care, cuts in Medicare  reimbursements,
and horizontal and vertical  consolidation within the healthcare industry.  ACS'
inability  to react  effectively  to these and other  changes in the  healthcare
industry  could  adversely  affect its  operating  results.  ACS cannot  predict
whether any  healthcare  reform efforts will be enacted and what effect any such
reforms  may  have  on ACS or  its  customers.  The  inability  of ACS to  react
effectively  to  changes  in the  healthcare  industry  may result in a material
adverse effect on its business.

Efforts to reduce healthcare costs and alter healthcare financing practices
could adversely affect ACS' business.

     ACS designed its  business to compete  within the current  structure of the
U.S. healthcare system.  Changing political,  economic and regulatory influences
may affect  healthcare  financing and  reimbursement  practices.  If the current
healthcare  financing  and  reimbursement  system  changes  significantly,  ACS'
business could be materially  adversely  affected.  Proposed changes to the U.S.
healthcare  system may  increase  governmental  involvement  in  healthcare  and
ancillary  health services,  and otherwise  change the way payors,  networks and
providers do business. Healthcare organizations may react to these proposals and
the  uncertainty  surrounding  them by reducing or  delaying  purchases  of cost
control mechanisms and related services that ACS provides.  Other legislative or
market-driven  changes in the healthcare system that ACS cannot anticipate could
also materially adversely affect ACS' business.

The continued services and leadership of ACS' senior management is critical to
its ability to maintain growth and any loss of key personnel could adversely
affect its business.

     The future of the  business of ACS depends to a  significant  degree on the
skills and efforts of its senior executives. If ACS loses the services of any of
these senior  executives,  and  especially  if any of these  executives  joins a
competitor or forms a competing company, ACS' business and financial performance
could be seriously harmed.

                                       19


ACS' future growth depends on successful hiring and retention of skilled
personnel. ACS may be unable to hire and retain the skilled personnel.

     The  future  growth of ACS'  business  depends  on  successful  hiring  and
retention  of  skilled  personnel,  and ACS may be unable to hire and retain the
skilled personnel it needs to succeed.  Qualified  personnel are in great demand
throughout  the  healthcare  industry.  The failure of ACS to attract and retain
sufficient  skilled personnel may limit the rate at which its business can grow,
which will harm its financial performance.

ACS is dependent upon data processing capabilities and telecommunications.

     The  business  of ACS is  dependent  upon its  ability to store,  retrieve,
process  and  manage  data and to  maintain  and  upgrade  its  data  processing
capabilities.  Interruption  of data  processing  capabilities  for any extended
length of time, loss of stored data, programming errors, other computer problems
or  interruptions  of telephone  service could have a material adverse effect on
its business.

Any inability to adequately protect its intellectual property could harm ACS'
competitive position.

     ACS considers its methodologies,  processes and know-how to be proprietary.
ACS  seeks  to  protect  its  proprietary  information  through  confidentiality
agreements  with its  employees.  ACS'  policy is to have  employees  enter into
confidentiality  agreements containing provisions  prohibiting the disclosure of
confidential  information  to anyone  outside  of ACS,  requiring  employees  to
acknowledge,  and, if  requested,  assist in  confirming  ACS'  ownership of new
ideas, developments,  discoveries or inventions conceived during employment, and
requiring  assignment  to ACS of  proprietary  rights to such  matters  that are
related to ACS' business.  There can be no assurance that the steps taken by ACS
to  protect  its  intellectual  property  will be  successful.  If ACS  does not
adequately protect its intellectual property, competitors may be able to use its
technologies and erode or negate its competitive advantage.

Risks Specific to Ownership of Our Stock

It may be difficult for another company to acquire us, which may depress our
stock price.

     Provisions in our  certificate of  incorporation,  by-laws and Delaware law
could make it difficult  for a third party to acquire us, even if doing so would
be beneficial to our stockholders.  These provisions may defer or prevent tender
offers for our common stock or  purchases  of large blocks of our common  stock,
thereby limiting the opportunities for our stockholders to receive a premium for
their common stock over then prevailing market rates.

We may need additional capital in the future, which may not be available to us.
The raising of additional capital may dilute your ownership of our stock.


     We believe we have sufficient  resources to satisfy our short-term  capital
requirements assuming the approval and closing of the transactions  described in
this proxy statement.  However,  in the future,  we may need to raise additional
funds through public or private debt or equity financing in order to:


     o    take advantage of  opportunities,  including  more rapid  expansion or
          acquisitions of, or investments in, business or technologies;

     o    develop new services;

     o    respond to competitive pressures; or

     o    maintain operations.

     Any  additional  capital  raised  through the sale of equity may dilute our
stockholders' ownership percentage of our stock.  Furthermore,  we cannot assure
you  that  any  additional  financing  we may need  will be  available  on terms
favorable to us, or at all. In such case, our results of  operations,  liquidity
and financial condition would suffer.

                                       20


Our common stock qualifies as a "penny stock" under SEC rules, which may make it
more difficult for our stockholders to resell their shares of our common stock.


     Our  common  stock  trades on the  Over-the-Counter  Bulletin  Board.  As a
result,  the holders of our common  stock may find it more  difficult  to obtain
accurate quotations concerning the market value of our stock.  Stockholders also
may experience  greater  difficulties in attempting to sell the stock than if it
were listed on a stock exchange or quoted on the Nasdaq  National  Market or the
Nasdaq  Small-Cap  Market.  Because  our common  stock does not trade on a stock
exchange or on the Nasdaq National Market or the Nasdaq  Small-Cap  Market,  and
the market  price of the common  stock is less than $5.00 per share,  our common
stock  qualifies as a "penny  stock." The rules of the  Securities  and Exchange
Commission impose additional sales practice  requirements on broker-dealers that
recommend  the purchase or sale of penny stocks to persons  other than those who
qualify as an "established  customer" or an "accredited investor." This includes
the  requirement  that  a  broker-dealer   must  make  a  determination  or  the
appropriateness  of  investments  in penny stocks for its customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application of the penny stock rules to our common stock could adversely  affect
the market liquidity of the shares,  which in turn may affect the ability of our
stockholders to resell their stock.


                SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

     Some of the  statements  contained  in or  considered  a part of this proxy
statement  discuss  future  expectations,  contain  projections  of  results  of
operations or financial  condition or state other  forward-looking  information.
Those statements are subject to known and unknown risks, uncertainties and other
factors  that could  cause the actual  results to differ  materially  from those
contemplated by the statements.  The  "forward-looking"  information is based on
various factors and was derived using numerous  assumptions.  In some cases, you
can identify  these  so-called  forward-looking  statements by words like "may,"
"will," "should," "expects," "plans,"  "anticipates,"  "believes,"  "estimates,"
"predicts,"  "potential," or "continue" or the negative of those words and other
comparable  words.  You should be aware that those  statements  only reflect our
predictions  or the  predictions  of ACS.  Actual  events or results  may differ
substantially.  Important  factors  that could cause our actual  results and the
actual  results  of ACS to be  materially  different  from  the  forward-looking
statements  are  disclosed  under the  heading  "Risks  Factors"  in this  proxy
statement.

                                       21


                               THE SPECIAL MEETING


     This  proxy  statement  is first  being  mailed  or  delivered  by  Patient
Infosystems  to  its  stockholders  on  or  about  November  12,  2003,  and  is
accompanied  by the notice of the  Special  Meeting  and a form of proxy that is
solicited by the Patient  Infosystems' Board of Directors for use at the Special
Meeting and at any adjournments or postponements thereof.



Date, Time and Place; Proposals to be Considered

     The Special Meeting is scheduled to be held on December 9, 2003, at 10 a.m.
Eastern Time at 245 Park Avenue,  27th Floor,  New York, New York 10167.  At the
Special Meeting,  Patient Infosystems stockholders will be asked to consider and
approve:

(1)  an amendment of the Certificate of Incorporation of Patient  Infosystems to
     increase  the  number of  authorized  shares to  100,000,000  divided  into
     80,000,000 shares of common stock, par value $0.01 per share and 20,000,000
     shares of preferred stock, par value $0.01 per share;

(2)  an amendment of the Certificate of Incorporation of Patient  Infosystems to
     change the name of the company to American CareSource Corporation; and

(3)  an amendment of the Certificate of Incorporation of Patient  Infosystems to
     provide for a 1 for 12 reverse stock split;

(4)  an  amendment  of the Amended  and  Restated  Stock  Option Plan of Patient
     Infosystems  to increase the number of shares of common stock  reserved for
     issuance under the plan from 1,680,000 to 3,500,000 shares; and

(5)  such other matters that come before the Special Meeting, or any adjournment
     thereof,  that are required to be approved by the  stockholders  of Patient
     Infosystems.


Record Date and Voting

     Our Board of  Directors  has fixed  November 7, 2003 as the record date for
determination of holders of Patient Infosystems capital stock entitled to notice
of, and to vote at, the Special  Meeting.  Only holders of record of our capital
stock at the close of business on the record date will be entitled to notice of,
and to vote at, the Special Meeting or any adjournment  thereof.  On November 7,
2003,  there  were  issued  and  outstanding,   10,956,424   shares  of  Patient
Infosystems common stock,  100,000 shares of Series C 9% Cumulative  Convertible
Preferred  Stock  ("Series C Preferred  Stock")  that will be  convertible  into
12,000,000 shares of common stock and 286,128 shares of Series D Preferred Stock
that will be convertible into 34,335,360  shares of common stock.  Each share of
common stock is entitled to one vote;  each share of Series C Preferred Stock is
entitled to eight  votes and each share of Series D Preferred  Stock is entitled
to one  hundred  twenty  votes on all  matters to be voted  upon at the  Special
Meeting.

     Votes will be counted and certified by one or more  Inspectors of Elections
who are expected to be employees of Patient  Infosystems  or  Continental  Stock
Transfer & Trust, the transfer agent for Patient Infosystems.

     A  quorum  consists  of  a  majority  of  our  outstanding   capital  stock
represented  in person or by proxy and entitled to vote at the Special  Meeting.
Any  stockholder  present in person or by proxy who abstains  from voting on any
particular  matter  will be  counted in  determining  whether or not a quorum is
present. The affirmative vote of a majority of the outstanding shares of capital
stock of Patient  Infosystems  is  required  to  approve  the  amendment  of the
Certificate  of  Incorporation  and each of the  amendments  of the Stock Option
Plan.

     If the  enclosed  proxy card is executed  properly  and received by Patient
Infosystems by December 9, 2003 in time to be voted at the Special Meeting,  the
shares  represented  thereby will be voted in accordance  with the  instructions
marked thereon.  EXECUTED PROXIES WITH NO INSTRUCTIONS INDICATED THEREON WILL BE
VOTED "FOR" EACH OF THE AMENDMENTS OF THE CERTIFICATE OF  INCORPORATION  AND FOR
THE AMENDMENT OF THE STOCK OPTION PLAN.


                                       22



     Our  Board  of  Directors  is not  aware  of any  matters  other  than  the
amendments of the Certificate of Incorporation and amendment of the Stock Option
Plan that may be  properly  brought  before the  Special  Meeting.  If any other
matters  properly  come  before  the  Special  Meeting  or any  adjournments  or
postponements  of the Special Meeting and are voted on, the persons named in the
accompanying  proxy will vote the shares  represented  by all properly  executed
proxies on such matters in such manner as shall be  determined  by a majority of
the Board of Directors of Patient Infosystems.


Proxies

     All shares of Patient  Infosystems  capital stock  represented  by properly
executed  proxies  or voting  instructions  received  before  or at the  Special
Meeting will, unless the proxies or voting instructions are revoked, be voted in
accordance  with  the   instructions   indicated  on  those  proxies  or  voting
instructions. If no instructions are indicated on a properly executed proxy card
or voting instruction, the shares will be voted FOR the proposals. You are urged
to mark the box on the proxy card to indicate how to vote your shares.

     If a properly executed proxy card or voting instruction is returned and the
stockholder has abstained from voting on adoption of the proposals,  the Patient
Infosystems capital stock represented by the proxy or voting instruction will be
considered  present at the special meeting for purposes of determining a quorum,
but will not be  considered  to have  been  voted  in favor of  adoption  of the
proposals.  If your shares are held in an account at a  brokerage  firm or bank,
you must instruct your broker or bank on how to vote your shares. If an executed
proxy card is returned by a broker or bank holding  shares which  indicates that
the broker or bank does not have discretionary  authority to vote on adoption of
the proposals, the shares will be considered present at the meeting for purposes
of determining the presence of a quorum, but will not be considered to have been
voted in favor of adoption of the proposals.  Your broker or bank will vote your
shares  only  if you  provide  instructions  on how to  vote  by  following  the
information provided to you by your broker or bank.

     Because adoption of the proposals requires the affirmative vote of at least
a majority of the outstanding capital stock of Patient Infosystems voting at the
meeting,  abstentions,  failures to vote and broker non-votes will have the same
effect as a vote against adoption of the proposals.

Revocability of Proxies

     The  accompanying  form of proxy is for use at the  meeting  if a holder of
Patient Infosystems capital stock is unable to attend in person. The presence of
a  stockholder  at the  Special  Meeting  will  not  automatically  revoke  such
stockholder's proxy. However, a stockholder may revoke a proxy at any time prior
to its exercise by:

     o    delivering to Kent Tapper,  Assistant Secretary,  Patient Infosystems,
          Inc., 46 Prince Street, Rochester, New York 14607, a written notice of
          revocation  prior to the  Special  Meeting  or a duly  executed  proxy
          bearing a later date; or

     o    attending the Special Meeting and voting in person.

     If you have  instructed  a broker  or bank to vote  your  shares,  you must
follow the directions received from your broker or bank as to how to change your
vote.

     All  shares   represented  by  valid  proxies  received  pursuant  to  this
solicitation, and not revoked before they are voted, will be voted in the manner
specified therein.

Solicitation of Proxies

     The costs of soliciting proxies in the form enclosed herewith will be borne
entirely by Patient  Infosystems.  In addition to the solicitation of proxies by
mail,  proxies may be solicited by our  officers and  directors  and our regular
employees, without additional remuneration,  by personal interviews,  telephone,
telegraph or  otherwise.  Copies of  solicitation  materials may be furnished to
brokers, custodians, nominees and other fiduciaries for forwarding to beneficial
owners of shares of our capital  stock and normal  handling  charges may be paid
for such forwarding services.

                                       23


Voting Electronically or by Telephone

     Patient  Infosystems  does not provide  electronic,  internet or  telephone
voting for the  record  holders of its stock  because  of the  relatively  small
number of record holders of Patient Infosystems capital stock.

Share Ownership of Management and Certain Stockholders

     On June 30, 2003, Patient  Infosystems'  directors,  executive officers and
their  affiliates  owned and were entitled to vote  8,230,902  shares of Patient
Infosystems  common  stock,  or  approximately  67% of  the  shares  of  Patient
Infosystems common stock outstanding on that date.


     Certain  Patient  Infosystems  stockholders  holding an aggregate of 59% of
Patient  Infosystems  outstanding stock have executed voting agreements agreeing
to vote all of their  stock in favor  of the  amendment  of the  Certificate  of
Incorporation  assuredof  Patient  Infosystems  to increase  authorized  capital
stock.  While the  voting  agreements  do not cover the other  proposals,  it is
anticipated  that  the  stockholders  will  also  vote  in  favor  of all of the
proposals in this proxy statement.


Regulatory Matters

     Other than  compliance  with the  applicable  rules and  regulations of the
Securities and Exchange  Commission and any state securities law  administrators
in  connection  with the  issuance of shares in the  Acquisition,  no federal or
state  regulatory  requirements  must be complied with, and no approvals must be
obtained, in connection with the Acquisition.

No Appraisal Rights

     Under the Delaware  General  Corporation  Law, the  stockholders of Patient
Infosystems are not entitled to appraisal rights with respect to the Acquisition
or any other matters addressed herein.

                                       24



PROPOSAL 1 - APPROVAL OF THE AMENDMENT OF THE  CERTIFICATE OF  INCORPORATION  TO
INCREASE AUTHORIZED CAPITAL STOCK

General

     Acquisition.  Our  acquisition  of  substantially  all  of the  assets  and
assumption of  substantially  all of the liabilities of ACS (the  "Acquisition")
provides  that in  consideration  for the  assets  purchased,  ACS will  receive
1,500,000 shares of Patient  Infosystems common stock after giving effect to the
1 for 12 reverse stock split,  which  constitutes  approximately  16% of Patient
Infosystems'  common  stock  on a  fully  diluted  basis.  In  order  to  have a
sufficient number of shares to issue to ACS pursuant to the Acquisition, we must
amend our  Certificate  of  Incorporation  in order to  increase  the  number of
authorized shares.

     Debt Conversion.  Additionally, on June 11, 2002, the Board of Directors of
Patient  Infosystems  approved the  conversion  of up to  $4,642,500 in debt and
$438,099  of  accrued  interest  owed to Mr.  Pappajohn  and Dr.  Schaffer  into
36,289,993 shares of Patient Infosystems common stock using a value of $0.14 per
share of common  stock.  The average value of Patient  Infosystems  common stock
based upon an average  closing  price for a period  immediately  before June 11,
2002 was $0.1354 per share. On August 7, 2002, Patient Infosystems paid $160,000
of the outstanding debt. As a result, $4,482,500 in debt and $438,099 of accrued
interest will be converted into 35,147,136 shares of Patient  Infosystems common
stock. As of November 7, 2003, Patient Infosystems' Certificate of Incorporation
authorized Patient Infosystems to issue up to 20,000,000 shares of common stock,
10,956,424  of which were issued and  outstanding  and  2,029,040  of which were
reserved for issuance under outstanding options, warrants and upon conversion of
outstanding  convertible  preferred stock. Giving effect to this debt conversion
will require an amendment to Patient  Infosystems'  Certificate of Incorporation
to  authorize  additional  shares  of  common  stock.  The  completion  of  this
transaction   cannot  occur  unless  and  until  the   stockholders  of  Patient
Infosystems approve this amendment.

     Private Placement.  On April 10, 2003, Patient  Infosystems  entered into a
Note and Stock Purchase Agreement,  which was subsequently  amended on September
11, 2003, pursuant to which certain investors, including Mr. Pappajohn, a member
of the Board of Directors, agreed to loan to Patient Infosystems an aggregate of
up to $3,500,000.  In consideration for the loans,  Patient Infosystems signed a
series of promissory notes and issued an aggregate of 286,182 shares of Series D
Preferred Stock to the investors. The 286,182 shares of Series D Preferred Stock
are convertible into up to 34,341,840 shares of Patient Infosystems common stock
subject to approval by Patient Infosystems' stockholders of the amendment to the
Certificate of Incorporation to increase  authorized capital stock. In addition,
upon closing of the private placement of Patient  Infosystems' capital stock, as
contemplated by the Asset Purchase  Agreement,  the notes issued pursuant to the
Note and Stock Purchase  Agreement  will be convertible  into Series D Preferred
Stock.  The  purpose  of the loan from the  investors  is to  provide  funds for
Patient  Infosystems  to  loan  to ACS  to  provide  working  capital  for  ACS'
operations.  The loan from Patient Infosystems to ACS is provided under a Credit
Agreement, which was executed on April 10, 2003 and subsequently amended on July
30,  2003.  Currently,  under  the  terms  of  the  Credit  Agreement,   Patient
Infosystems has loaned  $2,850,000 to ACS. In order to have sufficient shares of
common stock  reserved for issuance  upon  conversion  of the Series D Preferred
Stock, Patient Infosystems must increase its capital stock. The shares of common
stock issued upon  conversion of the Series D Preferred Stock will be restricted
securities under the Securities Act of 1933.

Background of the Acquisition

     On May 2, 2000,  our Board of Directors  instructed  management  to explore
opportunities  relating  to a  strategic  partnership  that  might  lead  to  an
acquisition or merger transaction with another company.

     On May 12, 2000, Roger Chaufournier,  our Chief Executive Officer, met Mark
Goode,  an  investment  broker  with the firm Euram  Partners,  LLC.  Mr.  Goode
informed  Mr.  Chaufournier  that he had a partner  who had  invested in ACS. He
suggested that ACS might be interested in a strategic dialogue.

     On May 25, 2000,  Mr.  Chaufournier  met with Mr.  Goode in Tysons  Corner,
Virginia.  Mr. Goode expressed an interest in representing us in securing equity
capital. Mr. Goode also agreed to arrange a meeting with his partner.

     On June 1, 2000, Mr.  Chaufournier  had a conference  call with the Finance
Committee  of our Board of  Directors  and  briefed  them on Euram and ACS.  The
Committee advised Mr. Chaufournier to proceed with exploring the relationships.

                                       25


     From July 7, 2000  through  July 18, 2000,  Mr.  Chaufournier  met with Mr.
Goode on several occasions to review a potential transaction.

     On July 20, 2000, Mr.  Chaufournier  and Mr. Goode met with the ACS team at
the ACS offices,  including Mark Bodnar,  the Chief Executive Officer of ACS and
Werner Eric Brauss, a principal stockholder of ACS.

     From July 20, 2000 through August 29, 2000,  several  meetings were held in
person and by telephone between Mr.  Chaufournier,  Mr. Bodnar,  Mr. Brauss, Mr.
Goode, members of our Board of Directors and other representatives of ACS and us
to discuss the  underlying  businesses  and the terms of a proposed  transaction
between us and ACS.

     From August 8 through the end of August, 2000, Mr. Chaufournier worked with
our  counsel  and  counsel to ACS to  negotiate  the terms of an asset  purchase
agreement.

     On August 29, 2000, Mr. Chaufournier  briefed our Board of Directors on the
proposed   transaction.   A  detailed  discussion  was  held  on  the  strategic
positioning of the deal and its benefit to us and our stockholders.

     From November 8, 2000 until December 20, 2000, our representatives and ACS'
representatives  were involved in regular negotiations with respect to the terms
of an asset purchase agreement.

     On December 21, 2000 our Board of Directors met to review the  transaction.
Our  Board  of  Directors  authorized  Mr.  Chaufournier  to  proceed  with  the
negotiation.

     Discussions  continued through January 20, 2001, when the parties concluded
that the transaction was not currently feasible.

     From  February  through  March 7, 2001,  Mr.  Chaufournier  worked with Mr.
Bodnar on the terms of a strategic alliance between us and ACS. We and ACS began
co-marketing  our  services  and began to  explore  operational  synergies  more
aggressively.

     On March 12, 2001, we entered into a strategic alliance with ACS.

     On April 9, 2001,  our  representatives  and ACS'  representatives  renewed
discussions with respect to an asset purchase.

     From May 2, 2001  through  May 28,  2001,  we  engaged in  discussions  and
negotiations with ACS and its representatives with regard to a transaction.

     On May 28, 2001, Mr.  Chaufournier  and Mr.  Pappajohn met with Mr. Bodnar,
Mr. Brauss and other  representatives  of both companies.  An afternoon  meeting
resulted in the execution by both parties of an asset purchase agreement.

     From May 28, 2001 to September  28, 2001 there were  numerous  meetings and
phone  conferences by and among the parties and the various  representatives  to
complete due diligence,  review the integration of the two companies and discuss
closing issues.

     On September  28, 2001,  the ACS Board of Directors  met with its investors
and concluded that the  international  political crisis coupled with the turmoil
of the financial markets caused by the events of September 11, 2001 presented an
unfavorable  environment for a merger. ACS notified Patient  Infosystems that it
was terminating the relationship.

     On January 20, 2002, and in April 2002,  Mr. Bodnar met with Mr.  Pappajohn
in New York City to discuss the possibility of completing a transaction.

     On June 7, 2002,  staff from our company met with Mr. Bodnar to discuss the
framework for a new deal.

     On June 25, 2002, Mr.  Chaufournier  initiated  contact with Michael Caolo,
general counsel to ACS, and discussed a work plan on the proposed deal.

                                       26


         On June 26, 2002, a meeting was held in Dallas with Mr. Caolo, Mr.
Bodnar, Christine St. Andre, our Chief Operating Officer, and Kent Tapper, our
Chief Financial Officer, on business vision for the combined companies.

     On  August 6,  2002,  Mr.  Caolo,  Mr.  Bodnar,  Mr.  Chaufournier  and Mr.
Pappajohn met in New York City to discuss the vision for the new company and the
prospects of raising additional working capital.

     On August 20 and 21, 2002, Mr.  Chaufournier  and Mr. Tapper,  met with Mr.
Caolo and Mr.  Bodnar in Dallas to refine a joint  business  plan,  conduct  due
diligence reviews and continue negotiations.

     On August 27, 2002,  Mr.  Chaufournier,  Mr. Caolo,  Mr.  Pappajohn and Mr.
Bodnar met in New York City to discuss a capital formation strategy.

     On August 27 and 28, 2002, Maria Baker,  Vice President for Operations with
ACS completed a due diligence meeting in Rochester, New York. Ms. Baker met with
Ms. St. Andre, Mr. Chaufournier and Mr. Tapper.

     From August 28, 2002 through September 2002 we continued  negotiations.  We
and ACS staff continued due diligence reviews of schedules included in the asset
purchase agreement.

     On September 23, 2002, our Board of Directors approved the transaction.


     On September  23, 2002,  the  Agreement for the Purchase and Sale of Assets
was executed.

     From  September 23, 2002 through April 2003, we and ACS were engaged in the
preparation of this proxy statement and financial information.  In the course of
these activities,  issues arose,  including a need for increased working capital
for ACS and the  provision  of  financing  by Patient  Infosystems  to ACS. As a
result, we and ACS agreed to amend the Asset Purchase Agreement in April 2003.

     On April 10, 2003, our Board of Directors approved the Amended and Restated
Agreement for the Purchase and Sale of Assets and it was executed.

     On July  30,  2003,  ACS  borrowed  additional  funds  from us for  working
capital.  As a result,  we and ACS  decided to amend the  Amended  and  Restated
Agreement for the Purchase and Sale of Assets.  On July 30, 2003 Amendment No. 1
to  Amended  and  Restated  Agreement  for the  Purchase  and Sale of Assets was
executed.

     On October 8, 2003, we agreed to release  certain  stockholders of ACS from
certain  covenants made in the asset  purchase  agreement to raise or personally
invest in a private  placement to provide working capital.  As a result,  we and
ACS agreed to amend the asset purchase agreement.  On October 8, 2003, Amendment
No. 2 to Amended and Restated  Agreement for the Purchase and Sale of Assets was
executed  (the  Agreement  for the Purchase and Sale of Assets,  as amended,  is
referred to herein as the "Asset Purchase Agreement").


Recommendation of the Patient Infosystems Board of Directors and Reasons for the
Acquisition


     Our Board of Directors  concluded  unanimously  that the Acquisition was in
the best interests of Patient  Infosystems and our stockholders,  authorized and
approved  the Asset  Purchase  Agreement,  the  issuance  of  shares of  Patient
Infosystems  common stock in connection with the Acquisition,  and the amendment
of the Certificate of Incorporation to increase authorized capital stock.


     The  decision  of our  Board of  Directors  was  based  upon the  potential
benefits of the Acquisition, including the following:

     o    a new business model that is unique in the market and has  significant
          growth potential;


     o    an  opportunity  to  leverage  Patient  Infosystems'  client  base and
          provide a more integrated solution to the market;


     o    an  opportunity  to  enter  into  a new  business  which  may  provide
          increased revenue;

     o    diversification of the sources of Patient Infosystems' revenues; and

     o    the addition of experienced members of management.

     In its  evaluation  of the  Acquisition,  our Board of  Directors  reviewed
several factors, including the following:

     o    historical information concerning the respective businesses of Patient
          Infosystems and ACS including financial  performance and condition and
          operations and management;

     o    the status and quality of ACS' relationships with its clients;

                                       27


     o    management's  view of the financial  condition,  results of operations
          and businesses of Patient  Infosystems and ACS before and after giving
          effect to the Acquisition;

     o    reports of  management  regarding  the  results  of the due  diligence
          investigation of ACS;

     o    the potential  impact of the  Acquisition on the employees,  customers
          and business partners of Patient Infosystems; and

     o    the  potential  impact of the  Acquisition  on the business of Patient
          Infosystems.

     In  its  evaluation  of  the  Acquisition,  our  Board  of  Directors  also
considered various risks and uncertainties, including:

     o    immediate   and   substantial    dilution   of   Patient   Infosystems
          stockholders' percentage equity and voting interest;

     o    inability of Patient  Infosystems  and ACS to  successfully  integrate
          operations;

     o    change in the current business of Patient Infosystems;


     o    the risk that the potential  benefits of the Acquisition  might not be
          fully realized;

     o    the possibility that the Acquisition  might not be completed,  or that
          completion might be unduly delayed;

     o    the costs associated with integrating Patient Infosystems and ACS;

     o    the possibility that despite the efforts of the combined company,  key
          employees might not remain employed by the combined company;and


     o    possible loss of contracts with customers and other third parties.


     Our  Board of  Directors  concluded  that  the  potential  benefits  of the
Acquisition  and the amendment to the  Certificate of  Incorporation  to Patient
Infosystems  and  its  stockholders  outweigh  the  risks  associated  with  the
Acquisition  and the amendment to the  Certificate of  Incorporation  to icrease
authorized  capital  stock.  This  discussion  of the  information  and  factors
considered by our Board of Directors is not intended to be  exhaustive.  In view
of the variety of factors  considered in connection  with its  evaluation of the
Acquisition and the amendment to the Certificate of Incorporation,  our Board of
Directors  did not find it  practicable  to, and did not  quantify or  otherwise
assign  relative  weight to, the  specific  factors  considered  in reaching its
determination.  After careful  consideration,  our Board of Directors determined
that the Acquisition and the amendment of the Certificate of  Incorporation  are
in the best interests of Patient Infosystems and its stockholders.


     Our  Board of  Directors  chose not to retain a  fairness  opinion  from an
outside  financial  advisor  with  respect  to the  Acquisition.  Our  Board  of
Directors   concluded  that  Patient   Infosystems   had   sufficient   in-house
sophistication,  knowledge  and  expertise  to assist the Board of  Directors in
evaluating the financial impact of the Acquisition and the fairness of the terms
of the transaction.

     ACS' Reasons for the  Acquisition;  Approval by ACS' Board of Directors and
Stockholders

     The ACS Board of Directors  believes that the terms of the  Acquisition are
in the best interests of ACS and its stockholders. Accordingly, the ACS Board of
Directors unanimously approved the Acquisition. ACS believes that it will obtain
the necessary  approval of the  Acquisition  by the holders of a majority of its
outstanding common stock.

     The terms of the Acquisition,  including the consideration, were the result
of arm's-length negotiations between ACS and Patient Infosystems.  In fixing the
consideration  consisting  mainly of  Patient  Infosystems  common  stock,  ACS'
management  considered the relative values of the two companies.  In considering
the  Acquisition,  the ACS Board of Directors  consulted with legal advisors and
management of ACS.

                                       28


     In reaching  its  decision to approve the  Acquisition,  in addition to the
factors  described  above,  the ACS Board of Directors  considered the following
factors:

     o    the strategic benefits of the Acquisition;

     o    the lack of liquidity for ACS common stock;

     o    the effects of the Acquisition on ACS' stockholders;


     o    the strength of the management team of the combined company;

     o    historical   information   regarding  Patient  Infosystems'  and  ACS'
          respective businesses,  prospects, financial performance and condition
          and competitive positions;

     o    the prospects of ACS as an independent company;

     o    the terms of the Asset Purchase Agreement;

     o    reports of  management  regarding  the  results  of the due  diligence
          investigation of ACS;

     o    the potential  impact of the  Acquisition on the employees,  customers
          and business partners of ACS; and

     o    the potential impact of the Acquisition on the business of ACS.


     In its  evaluation  of the  Acquisition,  the ACS Board of  Directors  also
considered various risks and uncertainties, including:

     o    change in control of ACS;

     o    inability of Patient  Infosystems  and ACS to  successfully  integrate
          operations;

     o    the   possibility   that  the  potential   benefits  sought  from  the
          Acquisition might not be fully realized;

     o    the  challenges  of  integrating  the  management  teams,  strategies,
          cultures and organizations of the two companies;

     o    the risk  that  despite  the  efforts  of the  combined  company,  key
          employees might not remain employed by the combined company;

     o    the costs associated with integrating Patient Infosystems and ACS;

     o    the possibility  that the Acquisition  might not be completed or might
          be unduly delayed; and

     o    possible loss of contracts with customers and other third parties.


Accounting Treatment

     The Acquisition  will be accounted for as a "purchase."  Under the purchase
method of accounting,  tangible and identifiable  intangible assets acquired and
liabilities  assumed are recorded at their estimated fair values.  The excess of
the purchase  price,  including  estimated  fdirect costs related to the merger,
over the value of the net assets  acquired  is  classified  as  goodwill  on the
unaudited pro forma  combined  condensed  balance  sheet  included in this proxy
statement.

                                       29


Federal Income Tax Consequences of the Acquisition

     The following is a summary of the material  anticipated U.S. federal income
tax  consequences  of the  Acquisition.  The  summary  is based on the  Internal
Revenue Code (the "Internal Revenue Code"),  Treasury  regulations  issued under
the Internal  Revenue Code, and  administrative  rulings and court  decisions in
effect  as of the date of this  proxy  statement,  all of which are  subject  to
change at any time,  possibly  with  retroactive  effect.  This summary is not a
complete  description of all of the U.S.  federal income tax consequences of the
Acquisition and, in particular, may not address considerations applicable to ACS
stockholders subject to special treatment under U.S. federal income tax law. ACS
stockholders subject to special treatment include, for example, foreign persons,
financial institutions,  dealers in securities,  traders in securities who elect
to apply a mark-to-market method of accounting,  insurance companies, tax-exempt
entities,  and holders who hold common stock as part of a "hedge," "straddle" or
"conversion  transaction."  In  addition,  no  information  is  provided in this
document  with  respect to the tax  consequences  of the  Acquisition  under any
foreign, state or local laws.

     STOCKHOLDERS  ARE URGED TO CONSULT  THEIR TAX  ADVISORS  REGARDING  THE TAX
CONSEQUENCES  OF  THE  ACQUISITION  TO  THEM  IN  THEIR  PARTICULAR  SITUATIONS,
INCLUDING THE EFFECTS OF U.S. FEDERAL,  STATE, LOCAL, FOREIGN,  ESTATE AND OTHER
TAX LAWS.


     For U.S. federal income tax purposes,  the Acquisition will be treated as a
"reorganization" -- that is, a transaction of a type that is generally tax-free.
As a result,  Patient  Infosystems' tax basis in the assets acquired pursuant to
the Asset Purchase  Agreement  should equal ACS' basis in such assets.  Although
such basis would be increased by any gain  recognized in the transaction to ACS,
it is anticipated that no such gain will be recognized and, accordingly, that no
such increase in tax basis will occur.


     This discussion  regarding tax  consequences is not binding on the Internal
Revenue  Service  (the  "IRS") or the  courts,  and the parties do not intend to
request a ruling  from the IRS with  respect  to the  Acquisition.  Accordingly,
there  can be no  assurance  that  the IRS  will not  challenge  the  conclusion
reflected in this discussion or that a court will not sustain such a challenge.

No Appraisal Rights

     While  Section  262  of  the  Delaware  General  Corporation  Law  provides
appraisal rights (sometimes referred to as "dissenters' rights") to stockholders
of Delaware  corporations in certain situations,  these appraisal rights are not
available to the  stockholders  of Patient  Infosystems  in connection  with the
Acquisition  or the amendment to the  Certificate  of  Incorporation  of Patient
Infosystems.

Securities Law Consequences

     The shares to be issued to ACS  pursuant to the  Acquisition  have not been
registered  under the Securities Act of 1933. These shares can be resold only if
they  are  registered  for  resale  under  the  Securities  Act or  exempt  from
registration.  Under  the  terms  of  the  Asset  Purchase  Agreement,  ACS  may
distribute  Patient  Infosystems stock issued in connection with the Acquisition
only to stockholders of ACS who are signatories to the Asset Purchase  Agreement
or to  persons  who  become  stockholders  of  ACS  before  the  closing  of the
Acquisition.  ACS  stockholders  who receive such shares may not distribute them
for a period of twelve months from the closing date of the Acquisition. However,
should an ACS stockholder who received shares of Patient  Infosystems stock from
the Acquisition  dissolve or liquidate,  such ACS stockholder may distribute the
Patient  Infosystems  shares to its stockholders  provided that its stockholders
agree  to the  twelve  month  holding  period  and  agree to be  subject  to the
indemnification obligation contained in the Asset Purchase Agreement.


     Patient  Infosystems  does not  intend  to  register  the  shares  that ACS
receives in the  Acquisition.  ACS currently  does not intend to transfer  these
shares to its  stockholders.  However,  since all of the stockholders of ACS are
accredited  investors,  it is likely that in the event ACS wishes to  distribute
the shares to its  stockholders,  ACS will be able to rely on the exemption from
registration  provided  under  Section  4(2) of the  Securities  Act of 1933 and
Regulation D.


                                       30


                          THE ASSET PURCHASE AGREEMENT

     The following is a summary of the Asset  Purchase  Agreement.  This summary
does not purport to be  complete,  and is qualified in its entirety by reference
to the text of the Asset Purchase Agreement. The agreements which constitute the
Asset  Purchase  Agreement are attached as Appendix C, Appendix D and Appendix E
to this Proxy Statement.

Structure of the Purchase

     The Asset Purchase Agreement contemplates our purchase of substantially all
of the  business  and  assets of ACS.  We will  also  assume  substantially  all
liabilities of ACS. When we complete the Acquisition,  a number of ACS directors
and officers will become members of management of Patient Infosystems.

Acquisition Consideration

     Patient Infosystems intends to acquire  substantially all of the assets and
assume substantially all of the liabilities of ACS. In consideration of the sale
of  assets,  Patient  Infosystems  agreed  to issue to ACS  1,500,000  shares of
Patient  Infosystems  common stock after  giving  effect to the 1 for 12 reverse
stock split, which constitutes approximately 16% of the outstanding common stock
of Patient  Infosystems on a fully diluted  basis.  Under the terms of the Asset
Purchase  Agreement,  ACS will  retain  all  records  related  to the  corporate
organization  of ACS,  including,  among other things,  its minute books,  stock
books and corporate  seals.  In addition,  ACS will retain the funded portion of
any pension or profit sharing plans and all rights that will accrue to ACS under
the Asset Purchase Agreement, including the shares of Patient Infosystems common
stock it will receive as consideration.

Certain Covenants

Interim Operations of ACS and Patient Infosystems. From the date of execution of
the Asset Purchase Agreement until the closing date of the Acquisition,  Patient
Infosystems  and ACS are each  required to conduct its  business in the ordinary
course  consistent  with past practice and to use its reasonable best efforts to
preserve intact its business  organization and relationships  with customers and
to keep  available the services of its  employees.  In  particular,  during this
period, Patient Infosystems and ACS each may not:

     o    declare or pay dividends or make any  distribution or transfers of any
          amount  including  cash  to  any  employees,  officers,  directors  or
          stockholders, except in the ordinary course of business;

     o    make any  payment  or  dispose  any assets in excess of $5,000 of fair
          market value;

     o    acquire, or commit to acquire, any assets, other than assets involving
          $25,000  or  less  in  any  one   transaction  or  series  of  related
          transactions;

     o    subject to certain exceptions,  assume, create, guarantee or incur any
          indebtedness  other than indebtedness  incurred in the ordinary course
          of business;

     o    grant any lien except in the  ordinary  course of business  consistent
          with past practices;

     o    except as contemplated by the Asset Purchase Agreement,  amend, modify
          or  terminate   any  contract  or  other   agreement,   authorization,
          commitment,  lease, mortgage, or other document, including articles of
          incorporation  or bylaws,  outside  the  ordinary  course of  business
          consistent with past business practices;

     o    enter  into  any  new  contract  or  other  agreement,  authorization,
          commitment, lease, mortgage or other document that is material;

     o    change the  accounting  principles  used when  maintaining  accounting
          records or presenting  financial  statements,  or otherwise  alter the
          manner of keeping  accounts,  books or records,  except for converting
          accounting basis to the accrual method;

                                       31


     o    make,  change or forgive any loan in excess of $5,000 between  Patient
          Infosystems or ACS and any of their affiliates,  directors, employees,
          officers, related parties or stockholders;

     o    make any  payments in any case  greater  than $5,000 or $25,000 in the
          aggregate of any kind, including dividends, distributions, bonuses and
          repayment  of  indebtedness,  to  affiliates,   directors,  employees,
          officers,   related  parties  or  stockholders,   other  than  normal,
          recurring  payments  of  salary,   commissions,   bonuses,  retainers,
          reimbursements, repayment of indebtedness, and the like, in accordance
          with existing  contractual  obligations  or in the ordinary  course of
          business consistent with past practices; or

     o    agree or commit to take any of the actions described above.

Special  Meeting;  Proxy  Material.  We have  agreed  under the  Asset  Purchase
Agreement to prepare and file with the  Securities  and Exchange  Commission,  a
proxy statement for a special meeting of our stockholders to approve all matters
necessary for the Acquisition.

No  Solicitation.  ACS has agreed in the Asset Purchase  Agreement that,  unless
such agreement is terminated,  it will not, and its affiliates and  stockholders
will not cause it to (i) directly or indirectly encourage,  solicit, initiate or
participate  with any person,  entity or group  regarding  any  merger,  sale of
substantially all of the assets, business combination, sale of shares of capital
stock,  or similar  transaction  involving  ACS or (ii)  directly or  indirectly
disclose any  confidential  information  concerning  Patient  Infosystems to any
person,  entity or group other than  Patient  Infosystems  and its  advisors and
representatives.  Patient  Infosystems will be promptly notified of any offer or
inquiry regarding the above received by ACS or an ACS stockholder.


Employment  Agreements.  Pursuant to the Asset Purchase Agreement,  we agreed to
enter into an employment  agreement  with Mark Bodnar on the closing date of the
Asset  Purchase  Agreement.  Under the terms of his  agreement,  Mr. Bodnar will
receive an annual salary of $150,000. Upon termination of his current automobile
lease, Mr. Bodnar will receive a monthly automobile  allowance of $1,000.  Also,
the agreement  provides that Mr. Bodnar will receive options to purchase 100,000
shares of our common stock at an exercise price of $1.00 per share. In addition,
the agreement provides that Mr. Bodnar will receive certain commissions.

     Patient   Infosystems   Shareholder   Voting  Agreement.   Certain  Patient
Infosystems  stockholders  holding an aggregate of 59% of our outstanding  stock
have executed voting agreements  agreeing to vote all of their stock in favor of
the amendment of the  Certificate  of  Incorporation  of Patient  Infosystems to
increase  authorized capital stock. While the voting agreements do not cover the
other proposals, it is anticipated that the stockholders will also vote in favor
of all of the proposals in this proxy statement.


Certain Other  Covenants.  The Asset Purchase  Agreement  contains certain other
mutual  covenants  of  the  parties,  including  covenants  relating  to  public
announcements;   notification  of  certain   matters;   access  to  information;
disclosure  supplements;   further  assurances  and  confidential  treatment  of
non-public information.

Certain Representations and Warranties

     The Asset  Purchase  Agreement  contains,  subject to  certain  exceptions,
representations  and warranties  made by ACS and certain of its  stockholders as
to,  among  other  things:   due  organization  and  good  standing;   corporate
authorization to enter into the contemplated transactions;  execution,  delivery
and enforceability of the Asset Purchase Agreement; governmental authorizations;
absence  of any  conflict  or breach of  organizational  documents  and  certain
material agreements as a result of the contemplated transactions; absence of the
creation   of  any  lien  as  a  result   of  the   contemplated   transactions;
capitalization;  absence  of  subsidiaries;  financial  statements;  absence  of
undisclosed  material  facts or  liabilities;  compliance  with  laws and  court
orders;  litigation;  title to and  character of assets;  tax matters;  employee
matters;  employee  benefits  plans;  required  consents;   insurance;  accounts
receivable;  contracts; conditions affecting the business of ACS; absence of any
broker;  solvency;  sufficiency  of  assets  to  conduct  the  business  of ACS;
ownership and use of real property; and intellectual property rights.

                                       32


         The Asset Purchase Agreement contains, subject to certain exceptions,
representations and warranties made by Patient Infosystems and certain of our
stockholders as to, among other things: due organization and good standing;
corporate authorization to enter into the contemplated transactions; execution,
delivery and enforceability of the Asset Purchase Agreement; absence of any
conflict or breach of organizational documents and certain material agreements
as a result of the contemplated transactions; absence of the creation of any
lien as a result of the contemplated transactions; capitalization; filings with
the Securities and Exchange Commission; financial statements; absence of
undisclosed material facts or liabilities; compliance with laws and court
orders; litigation; tax matters; and absence of any restriction that materially
affects or restricts the business and assets of Patient Infosystems after the
consummation of the contemplated transactions.


     The  representations and warranties in the Asset Purchase Agreement survive
for a period of one year from the closing date of the Acquisition.


Conditions to the Acquisition

Conditions to the Obligations of Patient  Infosystems to Effect the Acquisition.
The obligations of Patient  Infosystems to effect the Acquisition are subject to
the satisfaction of the following conditions:

     o    the  representations  and  warranties  of  ACS  and  its  stockholders
          contained in the Asset Purchase  Agreement  being true in all material
          respects as of the date of the Asset Purchase  Agreement and as of the
          closing date;

     o    the  performance by ACS of all  agreements,  covenants and obligations
          that it is required to perform under the Asset  Purchase  Agreement as
          of the closing date;

     o    ACS' delivery to Patient  Infosystems of a closing  certificate signed
          by an officer of ACS certifying the above;

     o    ACS' delivery to Patient Infosystems of an assignment of contracts;

     o    Patient   Infosystems'  receipt  of  a  legal  opinion  regarding  the
          Acquisition from counsel to ACS;

     o    Patient  Infosystems'  receipt of stockholder  representation  letters
          from each stockholder of ACS that is a signatory to the Asset Purchase
          Agreement;

     o    Patient Infosystems' receipt of conveyance  instruments  regarding the
          sale, conveyance, transfer and assignment of the assets of ACS;

     o    Patient  Infosystems'  receipt of all customer contracts duly executed
          from ACS;

     o    Patient Infosystems' receipt of all vendor and supplier contracts duly
          executed from ACS;

     o    Patient  Infosystems' receipt of all contracts and all other documents
          relating to the purchased assets;

     o    ACS' delivery of all consents  required to be obtained or given by ACS
          in order to  consummate  the  transactions  contemplated  by the Asset
          Purchase Agreement and the other transaction documents; and

     o    ACS' delivery to Patient  Infosystems of certified  resolutions of the
          Board of Directors and  stockholders of ACS authorizing the execution,
          delivery and  performance  of the Asset  Purchase  Agreement  and each
          other  document,  agreement,  instrument or  certificate to which such
          person is party and the transactions contemplated by such agreements.

Conditions to the Obligations of ACS to Effect the Acquisition.  The obligations
of ACS to effect the Acquisition is subject to the satisfaction of the following
conditions:

     o    the representations and warranties of Patient Infosystems contained in
          the Asset Purchase Agreement being true in all material respects as of
          the date of the Asset Purchase Agreement and as of the closing date;

                                       33


     o    the performance by Patient  Infosystems of all  agreements,  covenants
          and  obligations  that it is  required  to  perform  under  the  Asset
          Purchase Agreement as of the closing date;

     o    Patient  Infosystems'  delivery to ACS of a closing certificate signed
          by an officer of Patient Infosystems certifying the above;

     o    Acceptance by Patient  Infosystems' of an assignment of contracts from
          ACS;

     o    ACS' receipt of a legal opinion regarding the Acquisition from counsel
          to Patient Infosystems;

     o    Acceptance by Patient Infosystems of all customer contracts;

     o    Acceptance by Patient  Infosystems  of vendor and supplier  contracts;
          and

     o    Patient Infosystems'  delivery to ACS of certified  resolutions of the
          Board of Directors of Patient  Infosystems  authorizing the execution,
          delivery and  performance  of the Asset  Purchase  Agreement  and each
          other  document,  agreement,  instrument or  certificate to which such
          person is party and the transactions contemplated by such agreements.

Other  Agreements  and  Documents  Required  to  Effect  the  Acquisition.   The
obligations  of both  Patient  Infosystems  and ACS to  effect  the  Acquisition
require the following:


     o    The execution by certain  stockholders of ACS and Patient  Infosystems
          of a Shareholders' Agreement providing for the voting of all shares of
          Patient  Infosystems  owned  by  such  stockholders  in  favor  of the
          election  of  John  Pappajohn,  Derace  Schaffer  and  two  reasonably
          qualified individuals designated by John Pappajohn and Derace Schaffer
          as members of the Board of Directors of Patient Infosystems;

     o    the execution of agreements by Werner Eric Brauss and Today  Financial
          Corporation  and  related  entities  and  affiliates  to  forgive  all
          indebtedness  of ACS  and to not  demand  repayment  of  principal  or
          accrued interest;


     o    the execution of agreements by John  Pappajohn and Derace  Schaffer to
          hold  all  indebtedness  of  Patient  Infosystems  in  abeyance  until
          September  30,  2004,  and to not demand  repayment  of  principal  or
          accrued  interest  unless required in accordance with the terms of the
          promissory notes relating thereto;

     o    Written  documentation  that the bank debt of Patient  Infosystems  to
          Wells  Fargo Bank has been  renegotiated  so as to provide a grace and
          forbearance  period  until  December  31,  2003  before any  principal
          payments are required and that John Pappajohn and Derace Schaffer will
          remain guarantors of such bank debt if required by Wells Fargo Bank.

     o    The  execution of a Voting  Agreement by each  stockholder  of Patient
          Infosystems  owning  more  than 10% of the  outstanding  shares of the
          common stock of Patient  Infosystems  providing that such  stockholder
          will vote all shares owned by him in favor of the  Acquisition and all
          related matters.

                                       34


Termination of the Asset Purchase Agreement

     The  Asset  Purchase  Agreement  may  be  terminated  and  the  Acquisition
abandoned at any time prior to the closing date of the transaction as follows:

     o    by mutual agreement in writing by Patient Infosystems and ACS;

     o    by either  Patient  Infosystems  or ACS if the other party  materially
          breaches  any  of  the  representations,   warranties,   covenants  or
          agreements  set forth in the Asset  Purchase  Agreement at the time of
          its execution or on the closing date;

     o    by  either  Patient  Infosystems  or ACS if the other  party  fails to
          perform timely, in all material aspects, the covenants and obligations
          that it is required to perform under the Asset Purchase  Agreement and
          such party  does not obtain in writing a waiver of such  performances;
          or


     o    by either  Patient  Infosystems  or ACS at any time after November 30,
          2003 if the closing of the Acquisition does not occur by such date.



     In the event that the Asset  Purchase  Agreement is validly  terminated  by
either  Patient  Infosystems  or ACS as provided in the first and fourth  bullet
points above,  the Asset Purchase  Agreement will become void and have no effect
except that ACS and its stockholders are prohibited from disclosing the contents
of negotiations regarding the Asset Purchase Agreement or the terms of the Asset
Purchase Agreement.  Upon such termination,  there will be no further obligation
on the part of Patient Infosystems, ACS, their respective officers or directors,
or their  respective  stockholders  that are  signatories  to the Asset Purchase
Agreement. Upon termination of the Asset Purchase Agreement for any reason other
than those in the first and fourth bullet points above,  each party to the Asset
Purchase  Agreement  may  pursue any and all  remedies  that such party may have
under the Asset Purchase Agreement or by law.

Interests of Certain  Persons in the  Acquisition,  Debt  Conversion and Private
Placement


     On June 11, 2002,  the Board of Directors of Patient  Infosystems  approved
the conversion of up to $4,642,500 in debt and $438,099 of accrued interest owed
to Mr. Pappajohn and Dr. Schaffer into 36,289,993 shares of Patient  Infosystems
common stock using a value of $0.14 per share of common stock. The average value
of Patient  Infosystems  common stock based upon an average  closing price for a
period  immediately  before June 11,  2002 was  $0.1354 per share.  On August 7,
2002,  Patient  Infosystems paid $160,000 of the outstanding  debt. As a result,
$4,482,500  in debt and  $438,099 of accrued  interest  will be  converted  into
35,147,136  shares of  Patient  Infosystems  common  stock.  Currently,  Patient
Infosystems'  Certificate of  Incorporation  authorizes  Patient  Infosystems to
issue up to 20,000,000  shares of common stock,  10,956,424 of which were issued
and  outstanding  and  2,029,040  of which  were  reserved  for  issuance  under
outstanding  options,  warrants and upon  conversion of outstanding  convertible
preferred stock. Giving effect to this debt conversion will require an amendment
to Patient  Infosystems'  Certificate of Incorporation  to authorize  additional
shares of common stock. The completion of this  transaction  cannot occur unless
and until the stockholders of Patient Infosystems approve this amendment.

     On April  10,  2003,  Patient  Infosystems  entered  into a Note and  Stock
Purchase  Agreement,  which was  subsequently  amended on  September  11,  2003,
pursuant to which certain  investors,  including Mr. Pappajohn,  a member of the
Board of Directors,  agreed to loan to Patient Infosystems an aggregate of up to
$3,500,000.  In consideration for the loans, Patient Infosystems signed a series
of  promissory  notes and  issued an  aggregate  of  286,182  shares of Series D
Preferred Stock to the investors. The 286,182 shares of Series D Preferred Stock
are convertible into up to 34,341,840 shares of Patient Infosystems common stock
subject to approval by Patient Infosystems' stockholders of the amendment to the
Certificate of Incorporation to increase  authorized capital stock. In addition,
upon closing of the private placement of Patient  Infosystems' capital stock, as
contemplated by the Asset Purchase  Agreement,  the notes issued pursuant to the
Note and Stock Purchase  Agreement  will be convertible  into Series D Preferred
Stock.  The  purpose  of the loan from the  investors  is to  provide  funds for
Patient  Infosystems  to  loan  to ACS  to  provide  working  capital  for  ACS'
operations.  The loan from Patient Infosystems to ACS is provided under a Credit
Agreement, which was executed on April 10, 2003 and subsequently amended on July
30,  2003.  In order to have  sufficient  shares of common  stock  reserved  for
issuance upon conversion of the Series D Preferred  Stock,  Patient  Infosystems
must increase its capital stock.

                                       35



     Our Board of Directors concluded that the Acquisition,  Debt Conversion and
Private  Placement  are in the best  interests  of Patient  Infosystems  and its
stockholders.  Our Board of Directors has unanimously  approved the amendment of
the  Certificate  of  Incorporation  to increase  authorized  capital  stock and
recommends that you vote FOR such amendment.

PROPOSAL 2 - APPROVAL OF THE AMENDMENT OF THE  CERTIFICATE OF  INCORPORATION  TO
CHANGE THE COMPANY'S NAME


     Following the closing of the  Acquisition,  we intend to focus our business
strategy on developing the ancillary  healthcare  benefits  management  business
currently  conducted by ACS. We wish to take advantage of ACS' name  recognition
in such field. As a result,  following the closing of the  Acquisition,  we will
change our corporate name to American CareSource Corporation.


     Our Board of  Directors  concluded  that  changing  the  company's  name to
American CareSource  Corporation is in the best interests of Patient Infosystems
and its  stockholders.  Our Board of  Directors  has  unanimously  approved  the
amendment of the  Certificate of  Incorporation  to change the company's name to
American CareSource Corporation and recommends that you vote FOR such amendment.

PROPOSAL 3 - APPROVAL OF THE AMENDMENT OF THE  CERTIFICATE OF  INCORPORATION  TO
PROVIDE FOR A REVERSE STOCK SPLIT

     On September 14, 2000,  Patient  Infosystems common stock was delisted from
the Nasdaq National  Market because  Patient  Infosystems was unable to maintain
the  requisite  net assets and market price  standards  for  continued  listing.
Accordingly, trading of Patient Infosystems common stock is now conducted on the
Over-the-Counter  Bulletin Board.  The Board of Directors has determined that it
is in the best interests of Patient Infosystems and its stockholders to effect a
1 for 12 reverse stock split. The reverse stock split will not affect the number
of authorized shares of Patient  Infosystems  common stock or preferred stock or
the par value of Patient Infosystems common stock or preferred stock. Except for
any changes as a result of the treatment of fractional shares,  each stockholder
will hold the same  percentage of common stock  outstanding as such  stockholder
held immediately prior to the reverse stock split.

Certain Risks Associated With the Reverse Stock Split

     There can be no assurance that the total market  capitalization  of Patient
Infosystems common stock after the proposed reverse stock split will be equal to
or greater than the total  market  capitalization  before the  proposed  reverse
stock split or that the per share  market  price of Patient  Infosystems  common
stock following the reverse stock split will either exceed or remain higher than
the current per share market price.

     There can be no  assurance  that the market  price per new share of Patient
Infosystems  common stock (the "New Shares")  after the reverse stock split will
rise or remain  constant in  proportion  to the  reduction  in the number of old
shares of Patient Infosystems common stock (the "Old Shares") outstanding before
the reverse  stock  split.  For  example,  based on the market  price of Patient
Infosystems common stock on November 7, 2003 of $0.14 per share, there can be no
assurance that the post-split market price of Patient  Infosystems  common stock
would  be  $1.68  per  share  or   greater.   Accordingly,   the  total   market
capitalization  of Patient  Infosystems  common stock after the proposed reverse
stock  split  may be lower  than the  total  market  capitalization  before  the
proposed  reverse  stock split and, in the future,  the market  price of Patient
Infosystems  common stock  following  the reverse  stock split may not exceed or
remain  higher than the market price prior to the proposed  reverse stock split.
In many cases, the total market  capitalization of a company following a reverse
stock  split is lower than the total  market  capitalization  before the reverse
stock split.

                                       36


There can be no  assurance  that the  reverse  stock  split will result in a per
share  price that will  increase  Patient  Infosystems'  ability to attract  and
retain employees and other service providers.

     While the Board of  Directors  believes  that a higher stock price may help
Patient Infosystems attract and retain employees and other service providers who
are less likely to work for a company  with a low stock  price,  there can be no
assurance  that the  reverse  stock  split will result in a per share price that
will increase Patient  Infosystems'  ability to attract and retain employees and
other service providers.

A decline in the market  price for Patient  Infosystems  common  stock after the
reverse stock split may result in a greater  percentage decline than would occur
in  the  absence  of a  reverse  stock  split,  and  the  liquidity  of  Patient
Infosystems  common stock could be adversely  affected following a reverse stock
split.

     The market price of Patient  Infosystems common stock will also be based on
Patient Infosystems'  performance and other factors, some of which are unrelated
to the number of shares outstanding.  If the reverse stock split is effected and
the market price of Patient  Infosystems  common stock declines,  the percentage
decline as an  absolute  number  and as a  percentage  of  Patient  Infosystems'
overall market  capitalization may be greater than would occur in the absence of
a reverse stock split. In many cases, both the total market  capitalization of a
company and the market price of a share of such company's common stock following
a reverse  stock split are lower than they were before the reverse  stock split.
Furthermore,  the  liquidity  of  Patient  Infosystems  common  stock  could  be
adversely  affected  by the reduced  number of shares that would be  outstanding
after the reverse stock split.

Principal Effects of the Reverse Stock Split

     Corporate Matters. If approved and effected,  the reverse stock split would
have the following effects:

     o    Twelve Old Shares owned by a  stockholder  would be exchanged  for one
          New Share;

     o    the number of shares of Patient  Infosystems  common  stock issued and
          outstanding will be reduced from  approximately  11,000,000  shares to
          approximately 917,000 shares (without giving effect to the 101,147,136
          shares (  8,428,928  shares  on a  post-split  basis)  to be issued in
          connection   with  the   Acquisition,   Debt  Conversion  and  Private
          Placement);

     o    all outstanding  options and warrants entitling the holders thereof to
          purchase shares of Patient  Infosystems  common stock will enable such
          holders to purchase,  upon exercise of their options or warrants, 1/12
          of the number of shares of Patient  Infosystems common stock that such
          holders  would  have  been able to  purchase  upon  exercise  of their
          options and warrants immediately  preceding the reverse stock split at
          an exercise price equal to twelve times the exercise  price  specified
          before the reverse stock split,  resulting in  approximately  the same
          aggregate  price being  required to be paid  therefor upon exercise as
          immediately preceding the reverse stock split;

     o    the  number  of  shares   reserved  for  issuance  under  the  Patient
          Infosystems' existing stock option plan will be reduced to 1/12 of the
          number currently reserved under such plan;

     o    a proportionate adjustment will be made to the conversion ratio of the
          Series C Preferred Stock of Patient  Infosystems which will enable the
          holders of Series C Preferred  Stock to convert each share of Series C
          Preferred  Stock into 1/12 of the number of shares of common stock for
          which such share of Series C Preferred Stock was convertible  prior to
          the reverse stock split; and

     o    a proportionate adjustment will be made to the conversion ratio of the
          Series D Preferred Stock of Patient  Infosystems which will enable the
          holders of Series D Preferred  Stock to convert each share of Series D
          Preferred  Stock into 1/12 of the number of shares of common stock for
          which such share of Series D Preferred Stock was convertible  prior to
          the reverse stock split.

                                       37


     The  reverse   stock   split  will  affect  all  of  Patient   Infosystems'
stockholders  uniformly  and  will  not  affect  any  stockholder's   percentage
ownership  interests  in  Patient  Infosystems,  except to the  extent  that the
reverse stock split results in any of Patient Infosystems' stockholders owning a
fractional  share. As described below,  stockholders  holding  fractional shares
will be entitled to cash payments in lieu of such fractional  shares.  Such cash
payments will reduce the number of post-split  stockholders  to the extent there
are stockholders  presently holding fewer than twelve shares.  This, however, is
not the purpose for which  Patient  Infosystems  is effecting  the reverse stock
split. Common stock issued pursuant to the reverse stock split will remain fully
paid and non-assessable.  Following the reverse stock split, Patient Infosystems
will  continue  to be  subject to the  periodic  reporting  requirements  of the
Securities Exchange Act of 1934.

     Fractional  Shares.  No scrip or fractional  certificates will be issued in
connection  with the reverse stock split.  Stockholders  who otherwise  would be
entitled to receive  fractional  shares because they hold a number of Old Shares
not  evenly   divisible   by  twelve  will  be  entitled,   upon   surrender  of
certificate(s)  representing such shares, to a cash payment in lieu thereof. The
cash payment will equal the product  obtained by multiplying (a) the fraction to
which the  stockholder  would otherwise be entitled by (b) the per share closing
sales price of Patient  Infosystems common stock on the day immediately prior to
the effective  time of the reverse stock split,  as reported on the OTC Bulletin
Board.  The ownership of a fractional  interest will not give the holder thereof
any  voting,  dividend or other  rights  except to receive  payment  therefor as
described herein.

     Stockholders  should be aware that,  under the escheat  laws of the various
jurisdictions where stockholders  reside, where Patient Infosystems is domiciled
and where the funds will be deposited,  sums due for  fractional  interests that
are not timely  claimed after the  effective  time may be required to be paid to
the  designated  agent  for each  such  jurisdiction.  Thereafter,  stockholders
otherwise  entitled  to  receive  such  funds  may have to seek to  obtain  them
directly from the state to which they were paid.

     If  approved  and  effected,  the  reverse  stock split will result in some
stockholders  owning  "odd lots" of less than 100 shares of Patient  Infosystems
common stock.  Brokerage commissions and other costs of transactions in odd lots
are generally  somewhat higher than the costs of transactions in "round lots" of
even multiples of 100 shares.


     Authorized  Shares.  Upon the effectiveness of the reverse stock split, the
number of authorized  shares of common stock that are not issued or  outstanding
would  increase  due to the  reduction  in  the  number  of  shares  of  Patient
Infosystems  common stock issued and outstanding based on the 1 for 12 ratio. As
of November 7, 2003,  Patient  Infosystems had 20,000,000 shares of common stock
authorized  and  10,956,424  shares  of common  stock  issued  and  outstanding.
Authorized  but unissued  shares will be  available  for  issuance,  and Patient
Infosystems  may issue  such  shares in  financings  or  otherwise.  If  Patient
Infosystems  issues  additional  shares,  the  ownership  interest of holders of
Patient Infosystems common stock may also be diluted.


     Accounting  Matters.  The reverse stock split will not affect the par value
of Patient  Infosystems  common stock. As a result,  as of the effective time of
the reverse  stock split,  the stated  capital on Patient  Infosystems'  balance
sheet  attributable  to  Patient   Infosystems  common  stock  will  be  reduced
proportionately  based on the reverse  stock  split  ratio,  and the  additional
paid-in  capital  account  will be credited  with the amount by which the stated
capital  is  reduced.  The per  share net  income or loss and net book  value of
Patient  Infosystems  common stock will be restated  because there will be fewer
shares of Patient Infosystems common stock outstanding.

     Potential  Anti-Takeover  Effect.  Although  the  increased  proportion  of
unissued authorized shares to issued shares could, under certain  circumstances,
have an anti-takeover  effect (for example,  by permitting  issuances that would
dilute  the  stock  ownership  of a person  seeking  to  effect a change  in the
composition of Patient Infosystems' Board of Directors or contemplating a tender
offer or other  transaction  for the  combination  of Patient  Infosystems  with
another  company),  the reverse  stock split  proposal is not being  proposed in
response to any effort of which we are aware to accumulate Patient  Infosystems'
shares of common stock or obtain control of Patient Infosystems.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

     If the  stockholders  approve  the  proposal  to  authorize  the  Board  of
Directors to implement the reverse stock split, Patient Infosystems will file an
amendment to its Certificate of Incorporation with the Secretary of State of the
State of  Delaware.  The reverse  stock split will become  effective at the time
specified in the amendment to the Certificate of  Incorporation  (the "Effective
Time").  Beginning at the Effective  Time,  each  certificate  representing  Old
Shares will be deemed for all  corporate  purposes to evidence  ownership of New
Shares.

                                       38


     As soon as  practicable  after the  Effective  Time,  stockholders  will be
notified that the reverse  stock split has been  effected.  Patient  Infosystems
expects that its transfer agent,  Continental Stock Transfer and Trust, will act
as  exchange  agent  for  purposes  of   implementing   the  exchange  of  stock
certificates.  Holders of Old Shares will be asked to  surrender to the exchange
agent  certificates   representing  Old  Shares  in  exchange  for  certificates
representing New Shares in accordance with the procedures to be set forth in the
letter of transmittal  Patient  Infosystems  sends to its  stockholders.  No new
certificates  will  be  issued  to a  stockholder  until  such  stockholder  has
surrendered such  stockholder's  outstanding  certificate(s),  together with the
properly  completed and executed letter of  transmittal,  to the exchange agent.
Any Old  Shares  submitted  for  transfer,  whether  pursuant  to a sale,  other
disposition  or  otherwise,  will  automatically  be  exchanged  for New Shares.
STOCKHOLDERS  SHOULD NOT DESTROY ANY STOCK  CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

     No Dissenters' Rights

     Under  the  Delaware  General   Corporation   Law,   Patient   Infosystems'
stockholders are not entitled to dissenters'  rights with respect to the reverse
stock split.

     Federal Income Tax Consequences of the Reverse Stock Split

     The  following  is  a  summary  of  certain  material  federal  income  tax
consequences  of the  reverse  stock  split,  does not  purport to be a complete
discussion of all of the possible federal income tax consequences of the reverse
stock split and is included for general  information only.  Further, it does not
address any state,  local or foreign income or other tax consequences.  Also, it
does not address the tax consequences to holders that are subject to special tax
rules,  such as banks,  insurance  companies,  regulated  investment  companies,
personal holding  companies,  foreign entities,  nonresident alien  individuals,
broker-dealers  and  tax-exempt  entities.   The  discussion  is  based  on  the
provisions  of the United States  federal  income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively.  This summary
also  assumes  that the Old Shares  were,  and the New Shares will be, held as a
"capital  asset," as defined in the  Internal  Revenue  Code  (i.e.,  generally,
property  held for  investment).  The tax  treatment of a  stockholder  may vary
depending upon the particular facts and circumstances of such stockholder.  Each
stockholder  is urged to consult  with such  stockholder's  own tax advisor with
respect to the tax consequences of the reverse stock split.

     Other than the cash payments for fractional shares discussed above, no gain
or loss should be recognized by a stockholder upon such  stockholder's  exchange
of Old Shares for New Shares pursuant to the reverse stock split.  The aggregate
tax basis of the New Shares  received in the reverse stock split  (including any
fraction of a New Share  deemed to have been  received)  will be the same as the
stockholder's  aggregate  tax basis in the Old  Shares  exchanged  therefor.  In
general,  stockholders  who receive cash in exchange for their  fractional share
interests  in the New  Shares  as a  result  of the  reverse  stock  split  will
recognize gain or loss based on their  adjusted  basis in the  fractional  share
interests  redeemed.  The  stockholder's  holding period for the New Shares will
include the period during which the stockholder held the Old Shares  surrendered
in the reverse stock split.

     Patient  Infosystems'  view regarding the tax  consequences  of the reverse
stock  split is not  binding on the  Internal  Revenue  Service  or the  courts.
ACCORDINGLY,  EACH  STOCKHOLDER  SHOULD  CONSULT WITH HIS OR HER OWN TAX ADVISOR
WITH  RESPECT  TO ALL OF THE  POTENTIAL  TAX  CONSEQUENCES  TO HIM OR HER OF THE
REVERSE STOCK SPLIT.


     Our Board of Directors has concluded that the reverse stock split is in the
best  interests  of  Patient  Infosystems  and its  stockholders.  Our  Board of
Directors  has  unanimously   approved  the  amendment  of  the  Certificate  of
Incorporation  to provide for a 1 for 12 reverse stock split and recommends that
you vote FOR such amendment.


                                       39



PROPOSAL 4 -  APPROVAL OF THE AMENDMENT OF THE STOCK OPTION PLAN


     Patient  Infosystems  stockholders  are being  asked to approve  the Second
Amended and Restated Stock Option Plan of Patient Infosystems which provides for
an increase in the number of shares of common stock  reserved for issuance under
the Stock Option Plan as currently in effect from 1,680,000 to 3,500,000 shares.

Reasons for the Proposal

     Under the Stock  Option  Plan as  currently  in effect,  options  for up to
1,680,000  shares of Patient  Infosystems  common  stock may be  granted.  As of
December 31, 2002,  options for 1,115,140 shares of Patient  Infosystems  common
stock  have been  granted  under  the  Stock  Option  Plan to  approximately  21
employees and directors.  In connection with the Acquisition,  several employees
of ACS will become our employees upon the closing of the  Acquisition.  In order
to have  sufficient  shares for issuance of options to our  employees and former
ACS employees after the closing of the Acquisition,  we must increase the number
of shares of common stock  reserved for issuance  under the Amended and Restated
Stock Option Plan of Patient Infosystems.

Description of the Stock Option Plan and the Proposed Amendment

The following is a summary of the Stock Option Plan and the proposed  amendment.
This summary  does not purport to be complete,  and is qualified in its entirety
by reference to the text of the Second  Amended and Restated  Stock Option Plan,
which is attached as Appendix B to this Proxy Statement.

Purpose.  The Stock Option Plan is designed to furnish additional  incentives to
key  employees  and  directors  of Patient  Infosystems,  upon  whose  judgment,
initiative  and  efforts  the  successful  conduct  of the  business  of Patient
Infosystems   largely  depends,   and  to  strengthen  the  ability  of  Patient
Infosystems to attract and retain in its employ,  or as a member of the Board of
Directors,  persons of training,  experience and ability.  The Stock Option Plan
presently authorizes the granting of options of up to 1,680,000 shares of common
stock  ("Options"),  and if  the  amendment  is  approved,  up to an  additional
1,820,000 shares of common stock,  subject to adjustment in the event of a stock
dividend,  recapitalization,  merger,  consolidation,  combination,  exchange of
shares or similar transaction.  The Board of Directors believes it is beneficial
to  increase  the  number of shares  subject  to the Stock  Option  Plan to make
additional  shares  available,  subject  to  the  discretion  of  the  Board  of
Directors, to such key employees and directors.


Administration.  The Stock Option Plan is currently  administered  by either the
full Board of Directors or such  committee as may be  designated by the Board of
Directors  (the  "Committee").  In  administering  the Stock  Option  Plan,  the
Committee has the power to interpret its provisions and to prescribe,  amend and
rescind rules and regulations for its  administration,  to select individuals to
receive  grants,  to determine the terms and provisions of grants of options and
to make all other  determinations  necessary or advisable for  administration of
the Stock Option Plan.

Option Grants. The Stock Option Plan provides for the granting of both incentive
stock options (an "ISO") and nonqualified stock options (a "NQO").  NQO's may be
issued  generally  to any  employee or director  of Patient  Infosystems  or its
subsidiaries.  ISO's  may only be  issued  generally  to  employees  of  Patient
Infosystems  and its  subsidiaries,  and may not be issued to any director.  The
Committee also determines the times at which options become  exercisable,  their
transferability  and the dates,  not more than ten years after the date of grant
(five  years in the case of  optionees  holding  more  than 10% of the  combined
voting power of all classes of stock of Patient  Infosystems),  on which options
will  expire.  The fair  market  value of the stock with  respect to which ISO's
under the Stock  Option  Plan or any other  plan of  Patient  Infosystems  first
become  exercisable  may not exceed $100,000 in any year. The option price of an
ISO is to be at least 100% of the fair  market  value on the date of grant (110%
in the case of optionees  holding  more than ten percent of the combined  voting
power of all classes of stock of Patient  Infosystems).  The Stock  Option Plan,
however,  permits the Committee to grant NQO's at any exercise price  consistent
with the purposes of the Stock Option Plan,  whether or not such exercise  price
is equal to the fair market  value of the stock on the date of grant of the NQO.
NQO's with an exercise price of less than fair market value on the date of grant
will not qualify as  performance-based  compensation under Section 162(m) of the
Internal  Revenue Code of 1986, as amended (the "Code") and so any  compensation
expense  generated by the exercise of such an option would not be  deductible by
Patient  Infosystems  if the  optionee  is a  "covered  employee"  who  is  paid
compensation  from Patient  Infosystems  in an amount in excess of $1,000,000 in
the year of exercise.

                                       40



     Options may be exercised by the payment of the exercise price in cash or by
certified or bank check. Under the Stock Option Plan, non-employee directors are
entitled to receive a one-time  grant of a NQO to purchase  36,000  shares at an
exercise  price equal to fair  market  value per share on the date of his or her
initial election to the Board of Directors.  Such NQO is exercisable only during
the  non-employee  director's  term and  automatically  expires on the date such
director's service terminates.


Income Tax  Consequences.  Under present law the federal income tax treatment of
stock options under the Stock Option Plan is generally as follows:

Incentive Stock Options.  For regular income tax purposes,  an optionee will not
realize  taxable  income upon either the grant of an ISO or its  exercise if the
optionee  has been an employee of Patient  Infosystems  or a  subsidiary  at all
times  from the date of grant to a date not more than  three  months  before the
date of exercise.  The difference  between the fair market value of the stock at
the date of exercise and the exercise price of an ISO, however,  will be treated
as an  item of tax  preference  in the  year of  exercise  for  purposes  of the
alternative minimum tax.

If the shares  acquired  upon an exercise  of an ISO are not  disposed of by the
optionee  within  two years  from the date of grant or within  one year from the
date of exercise, any gain realized upon a subsequent sale of the shares will be
taxable  as a  capital  gain.  In that  case,  Patient  Infosystems  will not be
entitled to a deduction in connection  with the grant or the exercise of the ISO
or the subsequent  disposition of the shares by the optionee. The amount of gain
or loss realized upon such a sale or other  disposition  will be measured by the
difference between the amount realized and the earlier exercise price of the ISO
(the optionee's basis in the stock).

If the optionee  disposes of the shares  within two years from the date of grant
of the ISO or within one year from the date of exercise of the ISO, the optionee
will realize ordinary income in an amount equal to the excess of the fair market
value  of the  shares  at the  date of  exercise  (or  the  amount  realized  on
disposition,  if less) over the option price,  and Patient  Infosystems  will be
allowed a  corresponding  deduction.  If the amount  realized on the disposition
exceeds the fair market  value of the shares at the date of exercise the gain on
disposition in excess of the amount  treated as ordinary  income will be treated
as a capital gain. Any such capital gain will be a mid-term  capital gain if the
optionee  holds the shares for more than one year,  but not more than 18 months,
from the date of  exercise.  If the  optionee  holds the shares for more than 18
months  from the date of  exercise,  any such gain will be a  long-term  capital
gain.

Nonqualified  Stock Options.  An optionee will not realize income upon the grant
of a  nonqualified  option.  Upon the  exercise  of a  nonqualified  option,  an
optionee will be required to recognize ordinary income in an amount equal to the
excess  of the fair  market  value at the date of  exercise  of the NQO over the
option  price.  Any  compensation  includable in the gross income of an employee
with  respect  to a NQO  will be  subject  to  appropriate  federal  income  and
employment  taxes.  Patient  Infosystems  will be entitled to a business expense
deduction  in the  same  amount  and at the  same  time  as  when  the  optionee
recognizes  compensation income. Upon a subsequent sale of the stock, any amount
realized in excess of such fair market value will constitute a capital gain. Any
such  capital gain will be a mid-term  capital  gain if the  optionee  holds the
shares  for more than one year,  but not more than 18  months,  from the date of
exercise. If the optionee holds the shares for more than 18 months from the date
of exercise, any such gain will be a long-term capital gain.

In the limited circumstances in which an officer who is subject to Section 16(b)
of the Securities  Exchange Act of 1934, as amended (the "1934 Act") exercises a
NQO, which  exercise is not exempt under Section 16(b),  no income is recognized
for federal  income tax  purposes at the time of  exercise  unless the  optionee
makes an election  under Section 83(b) of the Code within 30 days after the date
of exercise, in which case the rules described in the second preceding paragraph
would apply.  Where such an election is not made,  the optionee  will  recognize
ordinary  income on the first  date that sale of such  shares  would not  create
liability  under  Section  16(b)  of the 1934 Act  (this is  generally,  but not
necessarily,  six  months  after  the date of  exercise).  The  ordinary  income
recognized  to such an optionee  will be the excess,  if any, of the fair market
value of shares on such later date over the option exercise price.

The foregoing  discussion does not purport to be a complete  analysis of all the
potential  tax  consequences  relevant  to  recipients  of options or to Patient
Infosystems or its subsidiaries. The above discussion does not take into account
the effect of state and local tax laws. Moreover, no assurance can be given that
legislative,  administrative,  regulatory or judicial changes or interpretations
will not occur which could modify such analysis.  In addition,  an  individual's
particular  tax status and his other tax  attributes may result in different tax
consequences from those described above. Therefore, any participant in the Stock
Option  Plan  should  consult  with  his  own  tax  adviser  concerning  the tax
consequences  of the grant,  exercise  and  surrender  of such  options  and the
disposition of any stock acquired pursuant to the exercise of such options.

                                       41


Amendments.  The Committee may amend the Stock Option Plan at any time,  but may
not, without prior stockholder approval,  increase the maximum number of options
that  may  be  granted  thereunder;  change  the  eligibility  requirements  for
individuals  entitled to receive  options  under the Stock Option Plan, or cause
ISO's granted or to be granted under the Stock Option Plan to fail to qualify as
ISO's under the Code.

Termination.  The Stock Option Plan does not contain a provision for termination
of the Stock Option Plan.

Vote Required.  The affirmative vote of a majority of the outstanding  shares of
common stock voted in person or by proxy at the Special  Meeting is required for
approval of the  amendment  to the Stock  Option Plan to increase  the number of
shares of common  stock  reserved  for  issuance  under the Stock Option Plan to
3,500,000 shares.


     Our Board of  Directors  concluded  that the  amendment of the Stock Option
Plan is in the best interests of Patient  Infosystems and its stockholders.  Our
Board of Directors  has  unanimously  approved the amendment of the Stock Option
Plan and  unanimously  recommends  that you vote FOR the  amendment of the Stock
Option Plan.


                      Equity Compensation Plan Information

     The following table gives information with respect to the equity securities
that are authorized for issuance under Patient  Infosystems'  compensation plans
as of  December  31,  2002.  The table does not  include  information  about the
proposed  Second Amended and Restated Stock Option Plan that is being  submitted
for stockholder approval at the Special Meeting.



                                                                                               Number of securities
                                                                                             remaining available for
                                   Number of Securities to         Weighted-average           future issuance under
                                   be issued upon exercise         exercise price of        equity compensation plans
                                   of outstanding options,       outstanding options,         (excluding securities
Plan Category                        warrants and rights          warrants and rights          reflected in column)
-------------------------------    -------------------------    ------------------------    ---------------------------
Equity compensation plans
                                                                                              
approved by security holders               1,115,140                     $0.76                         301,780
-------------------------------    -------------------------    ------------------------    ---------------------------
Equity compensation plans not
approved by security holders                       -                         -                               -
-------------------------------    -------------------------    ------------------------    ---------------------------

Total                                      1,115,140                     $0.76                         301,780
-------------------------------    -------------------------    ------------------------    ---------------------------




                                       42


     As of December  31,  2002,  options to acquire  1,115,140  shares of common
stock had been granted to employees  and directors of Patient  Infosystems.  The
following  table  sets  forth  information   regarding  the  number  of  options
outstanding and the exercise price of these options.

                 Number of Options Outstanding at
                        December 31, 2002           Exercise Price

                           7,100                         $0.09
                          36,000                         $0.14
                         525,000                         $0.19
                         150,000                         $0.50
                          72,000                         $0.69
                          77,040                         $1.38
                          30,000                         $1.88
                         200,000                         $2.06
                           9,500                         $2.44
                           8,500                         $2.75

     Of these options, 345,000,  exercisable for $0.1875 per share, were granted
as of January 26, 2001 to certain  officers  and key members of  management  and
vested immediately in lieu of a cash bonus. The remainder of the options granted
on January 26, 2001 and all other  options  granted  under the Stock Option Plan
vest to the extent of 20% of the option  grant on the first  anniversary  of the
grant, and 20% on each subsequent anniversary.

                                       43


           UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

     Patient Infosystems has entered into an agreement to acquire  substantially
all  of  the  assets  and  substantially  all of  the  liabilities  of ACS  (the
"Acquisition")  in exchange for 1,500,000 shares of Patient  Infosystems  common
stock after giving effect to the 1 for 12 reverse stock split, or  approximately
16% of the  outstanding  Patient  Infosystems  common  stock on a fully  diluted
basis. The following unaudited pro forma combined condensed financial statements
give effect to the  proposed  Acquisition  to be  accounted  for by the purchase
method of accounting.

     The unaudited pro forma  combined  condensed  balance sheet gives effect to
the  Acquisition as though it had occurred on January 1, 2002. The unaudited pro
forma combined condensed statement of operations for the year ended December 31,
2002 give effect to the  Acquisition  as if it occurred on January 1, 2002.  The
unaudited pro forma combined statement of operations for the year ended December
31, 2002  combines the audited  historical  statements  of operations of Patient
Infosystems  and ACS for the year ended  December 31, 2002.  The  unaudited  pro
forma  combined  statement of operations for the six month period ended June 30,
2003  combines the  unaudited  historical  statements  of  operations of Patient
Infosystems  and ACS giving effect to the  Acquisition as though it had occurred
on January 1, 2002.

     The  unaudited pro forma  combined  condensed  financial  statements do not
include the realization of cost savings from operating  efficiencies,  synergies
or other restructurings that may result from the Acquisition,  except those that
are attributable directly to the transaction.

     The unaudited pro forma information is presented for illustrative  purposes
only and is not  necessarily  indicative of the  operating  results or financial
position that would have occurred if the Acquisition had been consummated at the
beginning of the earliest period presented,  nor is it necessarily indicative of
future  operating  results  or  financial  position.  The  unaudited  pro  forma
adjustments are based upon information and assumptions  available at the time of
the filing of this proxy statement.  The unaudited pro forma information  should
be read in conjunction with the accompanying notes thereto, Patient Infosystems'
historical  financial  statements and ACS' historical  financial  statements and
related notes included  elsewhere in this proxy statement,  and the Management's
Discussion and Analysis of Financial Condition and Results of Operations of both
companies included elsewhere in this proxy statement.

     In  accordance  with  Statement of Financial  Accounting  Standards No. 141
"Business  Combinations,"  a  portion  of the  purchase  consideration  has been
attributed to the  intangible  assets of ACS and will be amortized over the life
of those  assets,  estimated  at five  years for the  purposes  of the pro forma
presentation. At closing, the actual value of these intangible assets may change
significantly based upon the final determination of valuation. Any change in the
valuation will be offset by a change in goodwill.

     To more accurately reflect the financial position of Patient Infosystems as
of the closing  date,  the June 30, 2003 balance sheet has been adjusted to give
effect to:

o    additional borrowing of $1 million in September 2003 due November 30, 2003;

o    the issuance of 88,054 shares of Series D Convertible  Preferred  Stock and
     the beneficial conversion feature that arises from these shares;

o    the remaining debt accretion associated with the April 2003 borrowings; and

o    the debt discount with the related accretion  associated with the September
     2003 borrowing.

     As a result of these adjustments to the historical balance sheet of Patient
Infosystems as of June 30, 2003,  Patient  Infosystem's pro forma debt liability
includes $3.5 million  associated with the April and September 2003  borrowings,
which more  accurately  reflects the actual  balance  expected as of the date of
closing.  The pro forma  statement of operations do not reflect any accretion of
debt discount subsequent to June 30, 2003, nor any beneficial conversion feature
arising from the September 2003 borrowing.

                                       44


     The  pro  forma  presentation  contemplates  a  purchase  consideration  of
1,500,000 shares of Patient Infosystems common stock (giving effect to the 1 for
12 reverse stock split) with an assumed value of  $2,520,000.  In addition,  the
pro forma presentation:

o    gives  effect to a private  placement  of $4 million of Series D  Preferred
     Stock which is a condition of the Asset Purchase Agreement;

o    upon conversion of the Series D Preferred  Stock,  anticipates a beneficial
     conversion  feature upon  conversion of the Series D Preferred  Stock based
     upon the assumed market price of Patient  Infosystems common stock since it
     is assumed that the conversion price is less than the market price;

o    uses the average market price of Patient  Infosystems common stock two days
     before  and one day  after  the  measurement  date to  assign  value to the
     purchase  consideration.  The  measurement  date  for this  transaction  in
     accordance with EITF 99-12 is April 14, 2003, which is the date the parties
     agreed  to the  terms of the  transaction  and  announced  the terms to the
     public;

o    accounts for the broker fee as incremental purchase consideration;

o    reflects in the pro forma  balance  sheet the  conversion of debt which the
     Board of Directors of Patient Infosystems approved in June 2002 and will be
     completed following the approval of Proposal 1; and

o    eliminates the existing ACS stockholders equity from the pro forma combined
     balance  sheet  since  the ACS  entity  is not being  merged  into  Patient
     Infosystems,  only its assets and liabilities  acquired.  Consequently  the
     existing ACS stockholders equity will remain with the ACS entity.

                                       45





                                                SUMMARY PRO FORMA FINANCIAL STATEMENTS

                                              Pro Forma Combined Condensed Balance Sheet
                                                          As of June 30, 2003

ASSETS                                                 Patient Infosystems              ACS     Adjustments   Pro Forma
                                               -------------------------------------
                                                June 30,   Adjustments      As
                                                  2003    For Borrowing  Adjusted
CURRENT ASSETS:
                                                                                            
  Cash and cash equivalents                    $  225,059 $1,000,000 c   $1,225,059   $ 42,463  $ 500,000 b   $1,767,522
  Accounts receivable, net                        555,030                   555,030     460,977                 1,016,007
  Notes receivable                              2,250,000                 2,250,000           - (2,250,000)g            -
  Prepaid expenses and other current assets       121,907                   121,907      23,098                   145,005
                                               -----------              -----------------------               -----------
        Total current assets                    3,151,996                 4,151,996     526,538                 2,928,534

PROPERTY AND EQUIPMENT, net                       223,108                   223,108     193,311                   416,419

Intangible assets, net                            107,679                   107,679           -    630,000 f      737,679
Goodwill, net                                           -                         -           -  5,818,293 f
                                                                                                    30,800 e    5,849,093
                                               -----------              ------------------------             -------------
TOTAL ASSETS                                   $3,482,783                $4,482,783   $ 719,849                $9,931,725

                                       46





                                              Pro Forma Combined Condensed Balance Sheet
                                                          As of June 30, 2003


LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
                                                       Patient Infosystems              ACS     Adjustments       Pro Forma
                                              --------------------------------------
                                               June 30,    Adjustments      As
                                                 2003     For Borrowing  Adjusted
CURRENT LIABILITIES:
                                                                                                
  Accounts payable and accrued expense        $ 2,174,630               $ 2,174,630  $ 1,180,425 $  (438,099) d   $ 2,916,956
  Due to service providers                              -                         -      735,041                      735,041
  Borrowings from directors                     5,870,516    256,984 m
                                                             450,000 c    6,577,500            -  (1,350,000) b
                                                                                                  (4,482,500) d       745,000
  Borrowings from stockholders                  1,143,138    456,862 m
                                                             550,000 c    2,150,000            -  (2,150,000) b             -
  Line of credit                                3,000,000                 3,000,000            -                    3,000,000
  Other short term debt                                 -                         -       14,311                       14,311
  Current Maturities of long-term debt                  -                         -    2,666,105  (2,250,000) g       416,105
  Deferred revenue                                133,038                   133,038            -                      133,038
                                              ------------              -------------------------                -------------
        Total current liabilities              12,321,322                14,035,168    4,595,882                    7,960,451

LONG TERM DEBT                                          -                         -    2,429,481  (2,377,221) n        52,260

STOCKHOLDERS' (DEFICIT) EQUITY:
  Preferred Stock                                   2,981        881 c        3,862            -       4,000  b         7,862

  Common Stock                                    109,564                   109,564    4,500,100  (4,500,100) f
                                                                                                    (100,434) a
                                                                                                      29,289  d
                                                                                                         183  e
                                                                                                      15,000  f        53,603

  Additional paid-in capital                   26,900,962  1,192,443 c   28,093,405            -     100,434  a
                                                                                                   3,996,000  b
                                                                                                   4,891,310  d
                                                                                                      30,617  e
                                                                                                   2,505,000  f
                                                                                                   2,720,000  h    42,336,765

  Accumulated (deficit) earnings              (35,852,046)(1,193,324)c
                                                            (713,846)m  (37,759,216) (10,805,614) 10,805,614  f
                                                                                                  (2,720,000) h   (40,479,216)
        Total stockholders' (deficit) equity   (8,838,539)               (9,552,385)  (6,305,514)                   1,919,014
                                              ------------              -------------------------               -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) EQUITY                               $3,482,783                $4,482,783     $719,849                   $9,931,725



                                       47



                                         Pro Forma Combined Condensed Statement of Operations
                                                          For the Year Ended
                                                           December 31, 2002

                                                           Patient
                                                         Infosystems        ACS        Adjustments         Pro Forma

                                                                                             
REVENUES                                                    $2,355,677     $9,641,140                       $11,996,817
                                                        ------------------------------                  ----------------
COSTS AND EXPENSES:
  Cost of revenue                                            1,914,464     11,175,947       126,000  l       13,216,411
  Selling, general and administrative                        2,029,036      2,619,029                         4,648,065
  Research and development                                     105,614           -                              105,614
                                                        ------------------------------                  ----------------
  Total costs and expenses                                   4,049,114     13,794,976                        17,970,090
                                                        ------------------------------                  ----------------
OPERATING LOSS                                             (1,693,437)    (4,153,836)                       (5,973,273)

Other expense                                                (530,924)      (366,274)       426,793  k
                                                                                            303,698  n        (166,707)
Provision for taxes                                              -              -                                 -
                                                        ------------------------------                  ----------------
NET LOSS                                                 $ (2,224,361)   $(4,520,110)                    $  (6,139,980)

  CONVERTIBLE PREFERRED STOCK DIVIDENDS                       (90,000)          -       (2,720,000)  j      (2,810,000)
                                                        ------------------------------                  ----------------
NET LOSS ATTRIBUTABLE TO
 COMMON STOCKHOLDERS                                     $ (2,314,361)   $(4,520,110)                    $  (8,949,980)
                                                        ==============================                  ================
NET LOSS PER SHARE - BASIC
   AND DILUTED                                                $ (0.21)      $(212.17)                          $ (1.67)
                                                        ------------------------------                  ----------------
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                       10,956,024         21,304                i        5,360,296
                                                        ------------------------------                  ----------------


                                       48



                                         Pro Forma Combined Condensed Statement of Operations
                                                    For the Six Month Period Ended
                                                                   June 30, 2003

                                                           Patient
                                                         Infosystems        ACS        Adjustments         Pro Forma

                                                                                              
REVENUES                                                    $2,527,716     $4,780,131                       $ 7,307,847
                                                        ------------------------------                  ----------------
COSTS AND EXPENSES:
  Cost of revenue                                            1,946,457      5,532,164        63,000  l        7,541,621
  Selling, general and administrative                        1,017,372      1,219,274                         2,236,646
  Research and development                                      65,228           -                               65,228
                                                        ------------------------------                  ----------------
  Total costs and expenses                                   3,029,057      6,751,438                         9,843,495
                                                        ------------------------------                  ----------------
OPERATING LOSS                                               (501,341)    (1,971,307)                       (2,535,648)

Other expense                                              (1,010,063)      (123,037)       214,101  k
                                                                                            74,310   n        (844,689)
Provision for taxes                                              -              -                                 -
                                                        ------------------------------                  ----------------
NET LOSS                                                 $ (1,511,404)   $(2,094,344)                     $ (3,380,337)

  CONVERTIBLE PREFERRED STOCK DIVIDENDS                    (1,512,318)          -                           (1,512,318)
                                                        ------------------------------                  ----------------
NET LOSS ATTRIBUTABLE TO
 COMMON STOCKHOLDERS                                     $ (3,023,722)   $(2,094,344)                     $ (4,892,655)
                                                        ==============================                  ================
NET LOSS PER SHARE - BASIC
   AND DILUTED                                                $ (0.28)      $ (73.49)                          $ (0.91)
                                                        ------------------------------                  ----------------
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                       10,956,064         28,500                i        5,360,296
                                                        ------------------------------                  ----------------


                                       49


                                  Notes to the
                Pro Forma Combined Condensed Financial Statements
                    For the Year Ended December 31, 2002 and
            As of and For the Three Month Period Ended March 31, 2003


   NOTES


     a    1 for 12 reverse split of Patient  Infosystems Common Stock, par value
          $0.01  per  share.  10,956,424  shares  having  a total  par  value of
          $109,564,  converts  to  913,035  shares  having a total  par value of
          $9,130.   A  reduction  of  100,434  shares  of  common  stock  and  a
          corresponding  increase in additional  paid-in capital gives effect to
          the reverse split.

     b    Issuance of 400,000  shares of Series D Preferred  Stock,  immediately
          after the closing, priced at $10.00 per share in exchange for $500,000
          cash and  forgiveness  of $3,500,000  of debt.  Each share of Series D
          Preferred Stock is convertible  into 10 shares of Patient  Infosystems
          Common Stock.

     c    In  accordance   with  APB  No.  14,  the  88,054  shares  issued  and
          outstanding  on  September  11,  2003 were  assigned a value  totaling
          $596,662,  resulting  in a  debt  discount  in  the  same  amount.  In
          addition, a beneficial conversion feature totaling $596,662 arose from
          this transaction.

          For pro forma  presentation  purposes,  it is assumed  that the entire
          debt discount of $596,662 will be accreted before the date of closing.

     d    Conversion of $ 4,482,500 of debt  securities  and $438,099 of accrued
          interest,  using an agreed  upon  valuation  of $0.14 per  share.  The
          number of shares of Patient  Infosystems  Common Stock gives effect to
          the 1 for 12 reverse split.

     e    Broker  compensation,  pursuant to agreement,  whereby the broker will
          receive 220,000 shares of Patient Infosystems Common Stock. Each share
          of  Patient  Infosystems  Common  Stock is  valued  at $0.14 per share
          resulting in a cost of $30,800.  The number of shares  recorded  gives
          effect to the 1 for 12 reverse stock split, resulting in 18,333 shares
          of Patient Infosystems Common Stock.


     f    The shareholders equity of ACS is eliminated by the acquisition of the
          assets and assumption of the liabilities of ACS.

          The purchase  consideration of 1,500,000 shares of Patient Infosystems
          Common Stock, par value $0.01 per share (giving effect to the 1 for 12
          reverse stock split), has an assumed value of $2,520,000,  using $1.68
          per share based upon the pre-split estimated market value of $0.14 per
          share  based upon the  average  market  price of  Patient  Infosystems
          common stock two days before and one day after the  measurement  date.
          The  measurement  date for this  transaction  in accordance  with EITF
          99-12 is April 14,  2003,  which is the date the terms of the proposed
          transaction were agreed upon and announced to the public.

          The value  placed upon the  intangible  assets is an estimate  for pro
          forma purposes.  A valuation of the assets will be completed as of the
          closing  date of the  Acquisition.  The Company  believes  that it has
          identified all of the intangible assets to be acquired and, based upon
          the historical performance of ACS, does not expect the allocated value
          of  these   assets  to  comprise   more  than  25%  of  the   purchase
          consideration.    The   intangible   assets   include   (i)   provider
          relationships, (ii) certain non-competition agreements and (iii) other
          identifiable  intangible  assets such as Internet  domain  names.  For
          purposes of pro forma presentation, it is estimated that approximately
          25% of the  purchase  price,  or  $630,000,  will be  assigned  to ACS
          intangible assets. The contractual legal obligations surrounding these
          assets are short term in nature and therefore a five year amortization
          period has been assumed.  Goodwill is the difference  between the fair
          value of the  purchase  consideration  and the  fair  value of the net
          assets acquired.

                                                   Debit        Credit
          Purchase consideration, Common Stock                   15,000
          Purchase consideration, APIC                        2,505,000
          Intangible assets acquired              630,000
          Assets acquired                         719,849
          Liabilities assumed                                 4,648,142
          Goodwill                              5,818,293
                                             ------------   -----------
          Total                                 7,168,142     7,168,142


                                       50



     g    Elimination of the  $2,250,000  notes payable by ACS and receivable by
          Patient Infosystems as of June 30, 2003.

     h    The pro forma valuation of the Patient  Infosystems Common Stock based
          on recent  trading is $0.14 per share.  Giving  effect to the 1 for 12
          reverse stock split, the post split shares will have a market value of
          $1.68 per share.  The Series D Preferred Stock has a purchase price of
          $10 per  share  and  each  share  Series  D  Preferred  Stock  will be
          convertible into 10 shares of Patient Infosystems Common Stock, having
          a value of $16.80.  The  difference of $6.80 per share is a beneficial
          conversion feature of the Series D Preferred Stock. The 400,000 shares
          of  Series  D  Preferred  Stock  would  have a  $2,720,000  beneficial
          conversion feature,  which is recorded as though it were a dividend by
          crediting Additional Paid In Capital and debiting Retained earnings.

     i    5,360,296  shares  of  Patinet   Infosystems   Common  Stock  will  be
          outstanding  on a pro forma  basis.  Refer to Common  Stock in the Pro
          Forma  Balance  Sheet  for the  Year  Ended  December  31,  2002.  The
          computation  of the  fully  diluted  loss per share  does not  include
          outstanding  convertible preferred stock, options and warrants because
          the effect would be antidilutive due to the net loss reported.


     j    Includes $2,720,000  beneficial  conversion feature for 400,000 shares
          of Series D Preferred Stock.


     k    Interest on  $4,482,500  of debt at 9.5% that will be  converted  into
          Patient  Infosystems  Common  Stock and will no longer  have  interest
          expense associated with it.

     l    Pro forma amortization of identifiable  intangible assets that results
          from  the  acquisition  based  upon  an  estimated  life  of  the  ACS
          intangible assets of five years.

     m    The remaining $713,846 of amortized debt discount  associated with the
          April 2003 borrowing will be fully accreted prior to the closing date.

     n    Pursuant to Amendment No. 2 to the Amended and Restated  Agreement for
          Purchase and Sale of Assets, $2,377,221 consisting of notes payable to
          certain  investors  of ACS and all  interest  due on such  notes,  are
          liabilities  that will not be acquired.  Accordingly,  $2,377,221  has
          been eliminated from the long-term  debt.  Additionally,  $303,698 and
          $74,310  interest  realized from this debt for the year ended December
          31, 2002 and the six month period ended June 30, 2003, respectively.


                                       51


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                       OPERATIONS OF PATIENT INFOSYSTEMS


     The  following  discussion  and  analysis of our  financial  condition  and
results  of  operations  should  be  read  in  conjunction  with  our  financial
statements  and notes  thereto  and the  other  financial  information  included
elsewhere in this proxy statement. In addition to historical  information,  this
management's  discussion  and  analysis of  financial  condition  and results of
operations  and other  parts of this  proxy  statement  contain  forward-looking
information  that involve  risks and  uncertainties.  Our actual  results  could
differ materially from those indicated in such forward-looking  information as a
result of certain factors,  including, but not limited to, those set forth under
Risk Factors and elsewhere in this proxy statement.


     Management's  discussion  and analysis  provides a review of our  operating
results  for the years  ended  December  31, 2002 and 2001 and the three and six
months  ended  June 30,  2003 and  2002.  The  focus  of this  review  is on the
underlying  business  reasons for significant  changes and trends  affecting our
revenues, net losses and financial condition.



Overview

     Patient  Infosystems  was formed on February  22,  1995.  Although  Patient
Infosystems has completed the development of its integrated  information capture
and delivery system and has developed  several disease  management  programs for
specific diseases,  Patient Infosystems is continuing to refine its products for
additional  applications.  In October 1996 Patient  Infosystems  began enrolling
patients in its first disease management  program and began substantial  patient
contacts during 1998.  Also in 1998,  Patient  Infosystems  expanded its offered
products  to include  demand  management  and health  related  surveys.  Patient
Infosystems   currently   has   patients   enrolled  in  more  than  30  of  its
disease-specific, demand management or survey programs. Through January 2003, an
aggregate of over 675,000  persons have been enrolled or participated in Patient
Infosystems'  programs.  However,  Patient  Infosystems  has never  been able to
enroll a sufficient  number of patients to cover the cost of its  programs.  The
enrollment  of patients in Patient  Infosystems'  programs  has been  limited by
several  factors,  including the limited  ability of clients to provide  Patient
Infosystems  with  accurate  information  with respect to the  specific  patient
populations and coding errors that necessitated  extensive  labor-intensive data
processing prior to program implementation.

     In response to these market dynamics, Patient Infosystems has taken several
tactical and strategic steps including, formal designation of internal personnel
at customer sites to assist clients with  implementation;  closer integration of
Patient  Infosystems' systems personnel with clients to facilitate accurate data
transfers;  promotion  of a  broader  product  line to enable  clients  to enter
Patient  Infosystems' disease management programs through a variety of channels;
fully  integrating  demand,  disease and case management  services to facilitate
internal mechanisms for patient referrals and providing the customers access and
control over their  patients'  confidential  information  though targeted use of
Internet  technology.   Patient  Infosystems'  demand  management  services  and
automated surveys (general health and disease-specific),  can provide mechanisms
for enrollment to Patient  Infosystems'  disease  management  programs.  Patient
Infosystems  continues to develop capabilities or relationships that will enable
its  customers  to more  effectively  leverage  the data stored in their  legacy
systems.  Nevertheless,  no  assurance  can be given that  Patient  Infosystems'
efforts will succeed in increasing patient enrollment in its programs.

     Patient  Infosystems  has  entered  into  services  agreements  to develop,
implement and operate  programs for: (i) patients who have recently  experienced
certain  cardiovascular  events;  (ii)  patients  who have been  diagnosed  with
primary  congestive heart failure;  (iii) patients  suffering from asthma;  (iv)
patients   suffering  from  diabetes,   (v)  patients  who  are  suffering  from
hypertension, (vi) demand management, which provides access to nurses, and (vii)
various  survey  initiatives  which assess,  among other  things,  satisfaction,
compliance of providers or payors to national  standards,  health status or risk
of specific health related events.  These contracts provide for fees paid by its
customers  based  upon  the  number  of  patients  participating  in each of its
programs,  as well as  initial  program  implementation  and  set-up  fees  from
customers.  To the extent that Patient Infosystems has had limited enrollment of
patients in its programs,  Patient Infosystems' operations revenue has been, and
may continue to be, limited. During 1999 and 2000, Patient Infosystems committed
increased  resources to developing  strategic  upgrades of its  information  and
telecommunications  technologies  to leverage the emerging  capabilities  of the
Internet.  Moreover, as Patient Infosystems has completed the development of its
primary disease  management  programs,  it anticipates that development  revenue
will continue to be minimal unless and until Patient Infosystems enters into new
development  agreements.  Patient  Infosystems'  program  development  contracts
typically  require  payment  from the  customer at the time that the contract is
executed,  with additional payments made as certain  development  milestones are
met.  Development  contract  revenue is recognized on a percentage of completion
basis, in accordance with the ratio of total

                                       52

development  cost  incurred to the  estimated  total  development  costs for the
entire  project.  Losses,  if  any,  related  to  program  development  will  be
recognized in full as identified.  Patient Infosystems' contracts typically call
for a fee to be paid by the customer  for each patient  enrolled for a series of
program  services,  require  payment  for  services  incrementally  as they  are
delivered or require payment of a fixed fee per patient or member each month for
bundled program  services.  The timing of customer  payments for the delivery of
program  services  varies by  contract.  Revenues  from program  operations  are
recognized ratably as the program services are delivered.  The amount of the per
patient fee varies from program to program  depending upon the number of patient
contacts  required,  the  complexity  of  the  interventions,  the  cost  of the
resources used and the detail of the reports generated.

     Revenues  from   operations,   which  includes  fees  received  by  Patient
Infosystems  for  operating  its  programs,  is the most  significant  source of
Patient  Infosystems'  revenues.  Patient  Infosystems  is  continuing to devote
significant  efforts to increasing the number of programs that are in operation,
as well as developing resources to expand its products that include licensing of
Internet-based technology. Nevertheless, Patient Infosystems is still supporting
a substantial  infrastructure  in maintaining the capacity  necessary to deliver
its  services  and to offer its services to new  customers.  Therefore,  Patient
Infosystems  will be required to  increase  substantially  the number of patient
contacts and  management  programs to cover the costs  necessary to maintain the
capability  to  service  its  customers.   In  that  Patient  Infosystems  began
substantial patient contacts during 1998 and has still, to this date,  increased
contacts at a relatively slow rate, Patient Infosystems is continually examining
its costing structures to determine the levels that will be necessary to achieve
profitability.

     During  2002,  Patient  Infosystems  found  new  sources  of  revenue  that
increased  its revenue from $1.6 million for the fiscal year ended  December 31,
2001 to $2.4 million for the same period of 2002. Patient Infosystems maintained
control on costs and reduced its operating loss from $3.9 million for the fiscal
year ended December 31, 2001 to $1.7 million for the same period of 2002.

     The sales cycle for Patient  Infosystems'  programs may be  extensive  from
initial contact to contract execution. During these periods, Patient Infosystems
may expend substantial time, effort and funds to prepare a contract proposal and
negotiate  the  contract.  Patient  Infosystems  may be unable to  consummate  a
commercial relationship after the expenditure of such time, effort and financial
resources.

     During  2002,  Patient  Infosystems  felt the  pressure  of severe  working
capital shortfalls.  Patient  Infosystems'  available cash had been reduced to a
level that  substantially  limits its operations.  Although Patient  Infosystems
established  lines of credit in the amount of $3  million,  raised $1 million in
equity in 2000 and issued $5.1 million in demand notes,  Patient  Infosystems is
continuing to incur losses and must identify  substantial  additional capital to
sustain its  operations.  Patient  Infosystems'  operations are currently  being
funded  by  loans  being  made on a  monthly  basis  by a  director  of  Patient
Infosystems. There can be no assurances given that Patient Infosystems can raise
either the required  working  capital through the sale of its securities or that
Patient  Infosystems can borrow the additional amounts needed. In such instance,
if Patient  Infosystems is unable to identify any additional sources of capital,
it will  likely be forced to cease  operations.  As a result of the  above,  the
Independent  Auditors'  Report on Patient  Infosystems'  consolidated  financial
statements includes an emphasis paragraph  indicating that Patient  Infosystems'
recurring  losses from operations,  negative  working capital and  stockholders'
deficit raise substantial doubt about Patient  Infosystems'  ability to continue
as a going concern.  The accompanying  consolidated  financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

     In November 2002, Patient  Infosystems began providing  increased technical
assistance and project management support to the federal  government's  national
Health  Disparities  Collaboratives,  a  chronic  disease  program  focusing  on
improving the care of  underserved  populations  with chronic  disease served by
federally qualified health centers.  Patient Infosystems supports the management
of the development of a clinical  registry software program and provides faculty
and staff support to the project.  This initiative is administered by the Bureau
of Primary  Health Care through a partnership  with the Institute for Healthcare
Improvement.  Although  this  contract  is a growing  product  line for  Patient
Infosystems,  there is no guarantee that the contract will continue  through the
Institute  for  Healthcare  Improvement  or will continue to be supported by the
Bureau of Primary Health Care.

                                       53


Results of Operations


Three and Six Months Ended June 30, 2003  Compared to Three and Six Months Ended
June 30, 2002

     Revenues

     Revenues  consist  of  revenues  from  operations,   development  fees  and
licensing fees.  Revenues increased to $1,580,037 from $542,715 during the three
months ended June 30, 2003 and 2002,  respectively,  or 191%. Revenues increased
to  $2,527,716  from  $1,042,043  during the six months  ended June 30, 2003 and
2002, respectively, or 143%.



                                             Three Months Ended                 Six Months Ended
                                                  June 30,                          June 30,
Revenues                                    2003            2002              2003             2002
--------                                    ----            ----              ----             ----
Operations Fees
                                                                            
  Consulting                           $ 927,854        $ 30,000        $ 1,297,850        $ 59,538
  Disease and Demand Management          615,842         436,294          1,133,004         832,112
  Surveys                                 27,231          56,341             59,376         104,805
                                 -------------------------------------------------------------------
Total Operations                       1,570,927         522,635          2,490,230         996,455
Fees
  Development Fees                         7,230           6,450             33,726          21,538
  Licensing Fees                           1,880          13,630              3,760          24,050
                                 -------------------------------------------------------------------
Total Revenues                       $ 1,580,037       $ 542,715        $ 2,527,716     $ 1,042,043
                                 -------------------------------------------------------------------


     Operations  fee revenues are the primary  source of revenue for the Company
and are generated as the Company provides services to its customers.  Operations
fee revenues increased to $1,570,927 for the three months ended June 30, 2003 as
compared to $522,635 for the three months  ended June 30, 2002.  Operations  fee
revenues  increased  to  $2,490,230  for the six months  ended June 30,  2003 as
compared to $996,455 for the six months ended June 30, 2002.

     The Company's  consulting revenue was primarily  attributable to assistance
provided to  organizations  for the  development of clinical  registries used to
increase effective  management of patients with chronic disease.  The Company is
supporting the development,  including project management and implementation, of
a patient registry for federally  qualified  health centers,  through a national
initiative  known  as  the  Health  Disparities   Collaboratives.   The  Company
participates in this project as a subcontractor  of the Institute for Healthcare
Improvement.  While the  Company  anticipates  that it will  continue to provide
these and other consulting services, no assurances can be given that the Company
will continue to provide these  services at the current  levels,  or at all, and
revenue recognized during the three and six month periods ended June 30, 2003 is
not  necessarily  indicative of the results for the entire year ending  December
31, 2003.

     The increase in the  Company's  disease and demand  management  revenue was
primarily  attributable to new customers and a joint marketing relationship that
has  contributed  new  sources  of  revenue  net  of  revenue  lost  due  to the
termination  of one customer  effective  December 31,  2002.  The new  customers
accounted for  increased  revenue of $132,485 and $261,445 for the three and six
month  periods  ended  June  30,  2003.   Revenues  from  the  joint   marketing
relationship  increased  from  $20,893  and  $42,100 for the three and six month
periods ended June 30, 2002, respectively, to $238,378 and $344,689 for the same
respective  periods  of 2003.  The  Company  received  revenue of  $155,666  and
$213,039 for the three and six month periods ended June 30, 2003,  respectively,
from the customer that terminated in 2002 and from which the Company received no
revenue  during 2003. In addition,  a customer who provided  revenue of $129,270
and  $316,553  during  the three  and six month  periods  ended  June 30,  2003,
respectively,  elected to terminate  services effective June 30, 2003, citing no
disputes  with the  Company.  The  Company has  identified  other  possible  new
customers,  but there can be no assurance that such  prospects  will  contribute
revenue in the near term, or at all.

     Development fee revenues were $7,230 and $6,450 for the three month periods
ended June 30, 2003 and 2002,  respectively  and $33,726 and $21,538 for the six
month periods ended June 30, 2003 and 2002,  respectively.  The Company received
development  revenues from a variety of customers for  modification  of specific
programs.  The Company has  completed  substantially  all  services  under these
agreements  and  anticipates  primarily  receiving  development  fee revenues in
connection  with the  enhancement  of its  existing  programs.  Development  fee
revenues include clinical,  technical and operational design and modification of
the Company's  programs.  The Company  anticipates that revenue from development
fees will  continue  to be low unless the Company  enters  into new  development
agreements.

                                       54


     License fee revenues  recognized  from the Case  Management  Support System
were  $1,880 and $13,630  for the three  month  periods  ended June 30, 2003 and
2002,  respectively  and $3,760 and $24,050 for the six month periods ended June
30,  2003 and 2002,  respectively.  The  Company  has not  entered  into any new
licensing  agreements for its Case Management Support System and the revenue for
the current period  reflects  revenue  generated  exclusively  from the existing
agreement.

     Costs and Expenses

     Cost of sales includes salaries and related benefits,  services provided by
third  parties,  and  other  expenses  associated  with the  implementation  and
delivery of the  Company's  consulting  services  and  standard  and  customized
population,  demand and disease management programs. Cost of sales for the three
and six  month  periods  ended  June 30,  2003 was  $1,184,855  and  $1,946,457,
respectively,  as compared to $461,726  and $949,579 for the three and six month
periods  ended June 30,  2002,  respectively.  The  increase  in these costs was
primarily the result of increased  operational  activity.  The  Company's  gross
margin,  being the  percentage  of revenues  available to offset other costs and
expenses after  subtracting  the cost of sales was 25% and 23% for the three and
six month periods ended June 30, 2003,  respectively,  as compared to 15% and 9%
for the same respective  periods of 2002. The Company  anticipates  that revenue
must  increase  for it to recognize  economies of scale  adequate to improve its
margins.  No assurance can be given that revenues will increase or that, if they
do, they will continue to exceed costs and expenses.

     Sales  and  marketing  expenses  consist  primarily  of  salaries,  related
benefits,  travel costs,  sales materials and other marketing  related expenses.
Sales and marketing  expenses for the three and six month periods ended June 30,
2003 were  $202,458  and  $445,061,  respectively,  as compared to $175,188  and
$353,563  for the same  respective  periods of 2002.  Spending  in this area has
increased  due  to an  increase  in  sales  activity.  The  Company  anticipates
expansion  of the  Company's  sales  and  marketing  staff and  expects  it will
continue to invest in the sales and  marketing  process,  and that such expenses
related to sales and marketing might increase in future periods.

     General  and  administrative   expenses  include  the  costs  of  corporate
operations,  finance and accounting, human resources and other general operating
expenses of the Company.  General and administrative  expenses for the three and
six month periods ended June 30, 2003 were $296,842 and $572,311, as compared to
$306,498  and  $656,634  for  the  same  respective   periods  of  2002.   These
expenditures  have  been  incurred  to  maintain  the  corporate  infrastructure
necessary to support anticipated program operations. The decrease in these costs
during the three and six month  periods ended June 30, 2003 was primarily due to
the  allocation  of a  portion  of  staff  costs  to cost of  sales  related  to
consulting revenue.

     Research and development expenses consist primarily of salaries and related
benefits and  administrative  costs  associated  with the development of certain
components of the Company's integrated  information capture and delivery system,
as well as development of the Company's standardized disease management programs
and the Company's Internet based technology  products.  Research and development
expenses  for the three and six month  periods  ended June 30, 2003 were $33,470
and  $65,228,  respectively,  as  compared  to $23,786  and $47,636 for the same
respective periods of 2002.

     Financing costs were $713,846 for the three and six month period ended June
30,  2003.  This cost  relates  to the  issuance  of debt and  equity to certain
lenders  based on the Note and Stock  Purchase  Agreement  dated April 10, 2003,
pursuant to which the investors  agreed to make short term loans to the Company.
The total value received by the lenders was $5,828,550 in the combined stock and
notes (the "Consideration"). In accordance with APB Opinion No. 14, a portion of
the cash received  totaling  $1,427,692,  is allocable to equity  resulting in a
debt discount in the same amount,  which is amortized over the life of the loan.
Because the term of the Note and Stock Purchase  Agreement is approximately  six
months ending September 30, 2003,  $713,846 was amortized during the three month
period  ended  June  30,  2003,  which  represents  50% of the  $1,427,692.  The
remaining  $713,846  will be  amortized  during the three  month  period  ending
September  30,  2003.  If  additional  amounts  must be  borrowed,  there may be
additional   consideration  to  the  lenders  and  additional   financing  costs
associated with such loans.

     The Company  recorded net interest expense of $154,764 and $296,217 for the
three and six month  periods ended June 30, 2003,  respectively,  as compared to
$132,036 and $252,671 for the same respective  periods of 2002,  principally due
to the net increase of interest expense on debt.

     Income (loss)

     Patient  Infosystems had a net loss attributable to the common stockholders
after preferred stock dividends and a beneficial  conversion  feature associated
with the Series D Preferred  Stock issued,  of $2,496,016 and $3,023,722 for the
three and six month periods ended June 30, 2003,  respectively,  with a net loss
per share of $0.23 and $0.28 per share for the same respective periods. The loss
includes $713,846 in financing cost and $1,427,692 for the beneficial conversion
feature. Without these costs, Patient Infosystems had a net loss attributable to
the common  shareholders  after  preferred  stock  dividends,  of  $354,478  and
$882,184 for the three and six month periods ended June 30, 2003,  respectively,
as compared to $579,019 and $1,263,040 for the three and six month periods ended
June 30,  2002.  This  represents a net loss per common share of $0.03 and $0.08
for the three and six month periods ended June 30, 2003,  which is comparable to
the net loss of $0.05 and $0.12 per common  share shown for the same  respective
periods of 2002.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

     Revenues

     Revenues are comprised of revenues from operations  fees,  development fees
and licensing  fees.  Revenues  increased 49% to $2,355,677  for the fiscal year
ended  December 31, 2002 from  $1,586,443 for the fiscal year ended December 31,
2001.

                                       55


     A summary of these revenues by category, is as follows for the fiscal years
ended December 31:

Revenues                          2002                   2001

Operations Fees                 $ 2,125,522            $ 1,314,311
Consulting Fees
                                    168,606                 72,000
Development Fees                     36,239                 78,632
Licensing Fees                       25,310                121,500
                              ------------------     ------------------

Total                           $ 2,355,677            $ 1,586,443
                              ==================     ==================


     Revenues from  operations  fees  increased  61.7% from  $1,314,311  for the
fiscal  year ended  December  31, 2001 to  $2,125,522  for the fiscal year ended
December 31, 2002.  Operations  revenues  are  generated as Patient  Infosystems
provides services to its customers for their disease-specific  programs, patient
surveys,  health  risk  assessments,  patient  satisfaction  surveys,  physician
education programs and marketing support programs. Operations revenues increased
in 2002 due to the growth of its disease and demand  management  business.  This
growth is attributable primarily to its Congestive Heart Failure program and new
revenues being realized from its strategic marketing partners. Revenues from the
Congestive  Heart Failure program  increased 131.0% from $549,592 for the fiscal
year ended  December 31, 2001 to $1,267,919  for the fiscal year ended  December
31, 2002. Revenues realized from the strategic marketing partners increased from
$3,572 for the fiscal year ended  December  31, 2001 to $110,354  for the fiscal
year ended December 31, 2002. The strategic marketing  partnerships  provide the
partners the right to sell  Patient  Infosystems'  services to their  customers.
Patient  Infosystems is  compensated  for the services it provides based upon an
agreed price list. The current agreements may be terminated with no less than 90
days notice.

     Due in  part  to  the  impact  of  the  Health  Insurance  Portability  and
Accountability  Act of 1996 ("HIPAA"),  one of Patient  Infosystems'  customers,
which  provided  50% of Patient  Infosystems'  revenue in 2002,  has  elected to
terminate its services agreement with Patient  Infosystems  effective January 1,
2003.  Under the terms of the agreement,  Patient  Infosystems  had provided its
services to a third  party that is  considered  a covered  entity  under  HIPAA.
Patient  Infosystems has a services agreement and a business associate agreement
to provide  substantially  the same  services  directly to an  affiliate of that
covered entity and  anticipates  that it will continue to perform some or all of
the terminated  services under such  agreements.  No assurance can be given that
the terminated services will be assumed under the other existing agreements,  or
that any new revenues Patient  Infosystems may receive,  if any, will offset the
loss of revenue from the  terminated  services  agreement.  Patient  Infosystems
believes  that any  amounts  due from this  customer  at  December  31, 2002 are
collectible  since the customer has a good credit standing and no disputes exist
regarding the services provided by Patient Infosystems to the customer.


     Revenues from  consulting  increased  134% from $72,000 for the fiscal year
ended December 31, 2001 to $168,606 for the fiscal year ended December 31, 2002.
This  increase is due to Patient  Infosystems'  expanded  role in support of the
Health Disparities Collaboratives funded by the Bureau of Primary Healthcare and
administered  by  the  Institute  for  Healthcare  Improvement.   Revenues  from
consulting  may increase  during  2003.  No  assurances  can be given that these
revenues  will  increase,  or that  any  change  will  be  material  to  Patient
Infosystems operating results.

     Revenues from  development fees decreased 53.9% from $78,632 for the fiscal
year ended  December 31, 2001 to $36,239 for the fiscal year ended  December 31,
2002. In 2001 and 2002, Patient  Infosystems  received  development  revenues in
connection with the enhancement of its existing programs.  Development  revenues
include  clinical,  technical and operational  design or modification of Patient
Infosystems'  primary disease  management  programs.  Development  revenues have
declined  from year to year since the fiscal year ended  December 31,  1997,  as
Patient  Infosystems reduced the amount of development work it has performed for
its customers.  Patient  Infosystems  anticipates  that revenue from development
fees  may  continue  to  decline  unless  Patient  Infosystems  enters  into new
development agreements.


     Revenues from licensing  fees decreased  79.2% from $121,500 for the fiscal
year ended  December 31, 2001 to $25,310 for the fiscal year ended  December 31,
2002.  Licensing revenue represents amounts that Patient Infosystems charges its
customers,  either on a  one-time  only or  continuing  basis,  for the right to
enroll  patients in, or the right to license to other  entities,  certain of its
programs,  primarily Patient Infosystems' Internet-based Case Management Support
System product line.  Patient  Infosystems  terminated one license agreement and
has not entered into any new licensing contracts.  All remaining initial license
fees have been  collected.  Patient  Infosystems  anticipates  that revenue from
licensing  may  decrease in future  periods  unless new license  agreements  are
signed.


                                       56


     During the fiscal  year  ended  December  31,  2002,  approximately  54% of
Patient Infosystems' revenue came from two clients, AstraZeneca, Inc. ("Zeneca")
and a healthcare insurance entity (the "Client"). Zeneca sponsored patients from
an affiliate of Client (the "Sponsored  Group") in a program operated by Patient
Infosystems.  Client directly sponsored patients from other of its affiliates in
substantially  the same  program as that  provided to the  Sponsored  Group.  In
September 2002, Patient Infosystems  received  notification from Zeneca. that it
intended to  terminate  its service  agreement  with Patient  Infosystems  as of
January 1, 2003.  In  January  2003,  Client  assumed  approximately  20% of the
Sponsored  Group  under its  service  agreement  with  Patient  Infosystems.  In
February 2003, Patient Infosystems received  notification that Client intends to
terminate its service  agreement  with Patient  Infosystems,  effective  July 1,
2003.  Neither  Zeneca  nor  Client  cited  any  dispute  with or  breach of any
agreement by Patient  Infosystems.  Patient  Infosystems  has replaced this lost
revenue  with other  client  contracts,  but no  assurance  can be given the new
sources of revenue will be permanent.

     Costs and Expenses

     Cost of sales includes salaries and related benefits,  services provided by
third parties,  and other expenses  associated  with the  development of Patient
Infosystems'  customized  disease  state  management  programs,  as  well as the
operation of each of its disease state management programs.


     Cost of sales  decreased  20.9% from  $2,420,151  for the fiscal year ended
December  31, 2001 to  $1,914,464  for the fiscal year ended  December 31, 2002.
Patient  Infosystems'  introduction  of internet  based systems during the three
month period  ended  December  31, 2001 and its focus on selling  products  that
require less customization have enabled Patient Infosystems to improve economies
of scale while decreasing the staff required to customize  Patient  Infosystems'
products  from   approximately  11  employees  with  expenses  of  approximately
$1,100,000  for the fiscal year ended  December  31,  2001 to 5  employees  with
expenses of approximately $700,000 for the fiscal year ended December 31, 2002.


     Sales and marketing  expenses  decreased  8.3% from $813,975 for the fiscal
year ended  December 31, 2001 to $746,353 for the fiscal year ended December 31,
2002.  These costs consist  primarily of salaries,  related  benefits and travel
costs, sales materials and other marketing related expenses.  Decreased spending
in this area is attributable to Patient Infosystems' efforts to reduce costs and
to its limited  available  capital,  resulting in a smaller  sales and marketing
staff and  increased  dependence  on marketing  partners  during the fiscal year
ended December 31, 2002. It is anticipated that Patient Infosystems will need to
invest heavily in the sales and marketing process in future periods, and intends
to do so if funds are  available.  To the extent that  Patient  Infosystems  has
limited  funds  available  for  sales and  marketing,  or  cannot  leverage  its
marketing  partnerships  adequately,  it will  likely be unable to invest in the
necessary marketing activities to generate substantially greater sales.


     General  and  administrative   expenses  include  the  costs  of  corporate
operations,  finance and accounting, human resources and other general operating
expenses of Patient Infosystems.  General and administrative  expenses decreased
36.38% from $2,028,804 for the fiscal year ended December 31, 2001 to $1,282,683
for the fiscal year ended  December  31,  2002.  The decrease in these costs was
caused by : (i) the  reduction  in the  amortization  of in debt  issuance  from
$567,424  to $8,934 for the  fiscal  years  ended  December  31,  2001 and 2002,
respectively,  and other  financing  costs related to funding  operations,  (ii)
aggregate pay decreases of $85,250 for officers of Patient Infosystems and (iii)
a  renegotiation  and  elimination of $114,953 of accrued expense related to the
minimum obligation under a vendor agreement.  Patient  Infosystems  expects that
general and  administrative  expenses will remain relatively  constant in future
periods,  but  may  experience  fluctuations  due to  uncertainties  related  to
financing costs.


     Research and development expenses consist primarily of salaries and related
benefits and administrative costs allocated to Patient Infosystems' research and
development  personnel for  development of certain  components of its integrated
information  capture and delivery system, its  Internet-based  software products
and its standardized disease state management programs. Research and development
expenses  decreased  44.6% from $190,731 for the fiscal year ended  December 31,
2001 to $105,614 for the fiscal year ended  December  31, 2002.  The decrease in
research  and   development   expenses   reflects  the   transition  of  Patient
Infosystems' decreased investment in information systems and new technology.

                                       57


     Other  Income/Expense  is  comprised  of  interest  expense  and  losses on
investments. The totals are as follows for the fiscal years ended December 31:



                                     2002                    2001
                              ------------------     -------------------
     Interest expense           $ (535,269)             $ (410,063)
     Other income (expense)
       Other                         4,345                  11,976
       ReCall Services, Inc.                              (200,000)
                              ------------------     -------------------
      Total Expense              $ (530,924)             $ (598,087)
                              ------------------     -------------------

     Interest expense is due to debt. Interest expense increased to $535,269 for
the fiscal year ended  December 31, 2002 from $410,063 for the fiscal year ended
December 31, 2001. The increase in interest  expense reflects the increased debt
required to fund operations.

     The other  expense for the fiscal  year ended  December  31, 2001  consists
primarily  of an  impairment  of an  investment.  In  September  of 2001 Patient
Infosystems was notified that Recall Services,  Inc. was ceasing  operations and
declared its $200,000 investment in Recall Services, Inc. impaired.

     Patient Infosystems had no tax benefit in 2002 due, in part, to recording a
full valuation allowance to reduce its deferred tax assets. Patient Infosystems'
deferred tax assets consist primarily of the tax benefit associated with its net
operating loss carryforwards.

     Management of Patient  Infosystems  has  evaluated  the available  evidence
about  future  taxable  income  and other  possible  sources of  realization  of
deferred tax assets.  The  valuation  allowance  reduces  deferred tax assets to
zero, which represents management's best estimate of the amount of such deferred
tax assets that more likely than not will be realized.

     For the fiscal year ended December 31, 2002, Patient  Infosystems  declared
$90,000 in dividends on convertible preferred stock.

     Patient  Infosystems had a net loss attributable to common  stockholders of
$2,314,361 for the fiscal year ended  December 31, 2002,  compared to $4,555,305
for the fiscal year ended December 31, 2001.  This represents a loss of $.21 per
basic and diluted share for 2002 and $.47 for 2001.

                                       58


     Liquidity and Capital Resources


     At June 30, 2003,  Patient  Infosystems  had a working  capital  deficit of
$9,169,326  as compared to  $6,135,451  at December 31,  2002.  Through June 30,
2003,  these  amounts  reflect  the effects of Patient  Infosystems'  continuing
losses as well as increased borrowings,  $3,000,000 of which was classified as a
long-term  liability  at  December  31,  2002  but is  classified  as a  current
liability  at June 30,  2003.  Since  its  inception,  Patient  Infosystems  has
primarily funded its operations,  working capital needs and capital expenditures
from the sale of equity securities or the incurrence of debt.

     On March 28, 2003, Patient Infosystems entered into an Amended and Restated
Credit  Agreement with Wells Fargo Bank Iowa,  N.A.,  which extended the term of
Patient  Infosystems'  $3,000,000  credit  facility  to January  2, 2004,  under
substantially  the  same  terms.   Certain  directors  of  Patient   Infosystems
guaranteed this extension.

     Patient  Infosystems  borrowed  $1,050,000  for  working  capital  from Mr.
Pappajohn  during the six month period  ended June 30, 2003.  On April 10, 2003,
Patient Infosystems replaced notes in the aggregate principal amount of $500,000
owed to Mr.  Pappajohn  with a new note for the  principal  amount of  $900,000,
representing the amount due under the original notes plus an additional $400,000
borrowed  from Mr.  Pappajohn for working  capital.  As of September 12, 2003, a
total of $6,577,500 has been borrowed from Mr.  Pappajohn and Dr. Schaffer (both
of whom are members of Patient Infosystems' Board of Directors), all of which is
secured by the assets of Patient Infosystems.

     On March  28,  2003,  Mr.  Pappajohn  and Dr.  Schaffer  signed a letter to
Patient  Infosystems  in which they made a  commitment  to obtain the  operating
funds  that  Patient  Infosystems  believes  would  be  sufficient  to fund  its
operations  through December 31, 2003. There can be no assurances given that Mr.
Pappajohn or Dr. Schaffer can raise either the required  working capital through
the sale of Patient  Infosystems'  securities  or that Patient  Infosystems  can
borrow the additional amounts needed.

     On April  10,  2003,  Patient  Infosystems  entered  into a Note and  Stock
Purchase  Agreement,  which Patient  Infosystems intends to amend (the "Note and
Stock Purchase  Agreement") with certain investors (the "Investors"),  including
Mr.  Pappajohn,  a member  of the Board of  Directors  of  Patient  Infosystems,
pursuant  to which  the  Investors  agreed  to loan to  Patient  Infosystems  an
aggregate of up to $3.5 million, $500,000 of which replaces notes payable to Mr.
Pappajohn,  which were outstanding at March 31, 2003. In  consideration  for the
loans,  Patient  Infosystems  signed a series of promissory notes and intends to
issue a total of  286,182  shares  of  Series D 9%  Cumulative  Preferred  Stock
("Series D  Preferred  Stock") to the  Investors,  198,128 of such  shares  were
issued and outstanding at June 30, 2003. During the quarter ended June 30, 2003,
Patient  Infosystems  borrowed  $2.5 million  under the Note and Stock  Purchase
Agreement. The notes bear interest at a rate equal to the prime rate plus 3% per
annum and mature on September 30, 2003. The 286,182 shares of Series D Preferred

                                       59

Stock are  convertible  into up to 34,341,840  shares of common stock of Patient
Infosystems,  subject to the approval by the stockholders of Patient Infosystems
of an amendment to the Certificate of Incorporation,  authorizing an increase in
the  number  of  outstanding  shares  of  common  stock of  Patient  Infosystems
necessary to provide for the issuance of common  stock upon  conversion  of such
shares.  The 198,128 shares of Series D Preferred Stock  outstanding at June 30,
2003  are  convertible  into  23,775,360   shares  of  common  stock  valued  at
$3,328,550.  The total  value  received by the  lenders  was  $5,828,550  in the
combined stock and notes (the  "Consideration").  In accordance with APB Opinion
No. 14, a portion of the cash  received  totaling  $1,427,692,  is  allocable to
equity resulting in a debt discount in the same amount,  which is amortized over
the life of the loan.  Holders of the Series D Preferred Stock have the right to
elect two members of Patient Infosystems' Board of Directors.  Upon closing of a
private placement of additional shares of Series D Preferred Stock and after the
closing  of the  proposed  acquisition  of ACS,  as  contemplated  by the  Asset
Purchase  Agreement,  any notes issued  pursuant to the Note and Stock  Purchase
Agreement are convertible into Series D Preferred Stock. The purpose of the loan
from the Investors is to provide funds to Patient  Infosystems for it to loan to
ACS in order to provide working capital for the operations of ACS.

     Simultaneously  with the closing of the Note and Stock Purchase  Agreement,
Patient  Infosystems  and ACS  entered  into a  Credit  Agreement,  subsequently
amended on July 30, 2003 pursuant to which Patient Infosystems agreed to loan to
ACS up to an aggregate  of $3.4 million  secured by all of the assets of ACS. As
of June 30, 2003, Patient Infosystems had notes receivable of $2.25 million from
ACS. Patient Infosystems  received a warrant to purchase 18,050 shares of common
stock of ACS,  exercisable  only if the  Asset  Purchase  Agreement  with ACS is
terminated.  Additional  warrants  to  purchase  ACS common  stock may be issued
depending on the total amount of funds it borrows from Patient Infosystems under
the Credit Agreement.

     Patient  Infosystems  has  expended  substantial  funds  to  establish  its
operational capabilities and infrastructure.  Patient Infosystems' cash has been
steadily depleted as a result of operating losses.  Although Patient Infosystems
has raised  $3.5  million in the  private  placement  contemplated  by the Asset
Purchase  Agreement,  the $3.5 million has already been used for working capital
and repayment of indebtedness.  Patient Infosystems  anticipates that its losses
will  continue and, but for the  continuing  loans from Mr.  Pappajohn,  Patient
Infosystems has no available cash to continue operations.  Accordingly,  Patient
Infosystems has been required to seek cash to maintain its  operations.  Patient
Infosystems is continuing its efforts to raise additional funds privately, which
may involve the sale of convertible  preferred stock or further debt securities.
No assurance can be given that Patient  Infosystems will successfully  raise the
necessary  funds.  Any  additional  financing,  which  includes  the issuance of
additional  securities  of  Patient  Infosystems,  may be  dilutive  to  Patient
Infosystems'  existing  stockholders.  If Patient Infosystems is unable to raise
additional funds, it will be required to cease operations.


     Inflation


     Inflation did not have a significant  impact on Patient  Infosystems' costs
during the three and six month  periods  ended June 30,  2003 and 2002.  Patient
Infosystems  continues  to monitor the impact of  inflation in order to minimize
its effects  through  pricing  strategies,  productivity  improvements  and cost
reductions.


     Recent Accounting Pronouncements


     Recently  issued  statements by the Financial  Accounting  Standards  Board
("FASB") that are applicable to Patient  Infosystems have little or no immediate
effect  and  will  have  an  effect  in the  future  only in the  event  Patient
Infosystems  enters  into  transactions  governed  by  those  statements.  Those
statements  and  interpretations  included  SFAS No. 143,  Accounting  for Asset
Retirement  Obligations,  SFAS No. 145; Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13 (leases),  and Technical Corrections;
SFAS No. 146, Accounting for Costs Associated with Exit or Disposal  Activities;
SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities;  SFAS No. 150,  Accounting  for Certain  Financial  Instruments  and
Characteristics of Both Liabilities and Equity; FASB Interpretation  ("FIN") No.
45,  "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
Including  Indirect  Guarantees of Others";  and FIN No. 46,  "Consolidation  of
Variable Interest Entities, an Interpretation of ARB No. 51".


                                       60


     Critical Accounting Policies


     The  Securities  and  Exchange   Commission  (the  "SEC")  recently  issued
disclosure guidance for critical accounting  policies.  The SEC defines critical
accounting  policies as those that  require  application  of  management's  most
difficult,  subjective  or complex  judgments,  often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods.


     Patient Infosystems'  significant accounting policies are described in Note
1 to  the  Consolidated  Financial  Statements.  Not  all of  these  significant
accounting policies require management to make difficult,  subjective or complex
judgments or estimates.  However,  the following  accounting  policies  could be
deemed to be critical by SEC.

     Use of  Estimates.  In  preparing  the  consolidated  financial  statements
Patient  Infosystems  uses estimates in determining the economic useful lives of
its assets,  provisions  for doubtful  accounts,  tax valuation  allowances  and
various other recorded or disclosed amounts. Estimates require management to use
its judgment.  While Patient  Infosystems  believes that its estimates for these
matters are reasonable, if the actual amount is significantly different than the
estimated  amount,  its  assets,  liabilities  or results of  operations  may be
overstated or understated.

     Impairment of Long-Lived  Assets.  Patient  Infosystems  records impairment
losses on  long-lived  assets used in operations  when events and  circumstances
indicate  that the assets  might be impaired  and the  undiscounted  future cash
flows  estimated  to be  generated  by those  assets are less than the  carrying
amount of those assets. Recoverability of assets to be held and used is measured
by a  comparison  of the  carrying  amount of the asset to future net cash flows
expected  to be  generated  by the  asset.  If the  asset  is  considered  to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying  amount of the asset exceeds the fair value of the asset. If the actual
value is significantly less than the estimated value, Patient Infosystems assets
may be overstated.

                                       61


   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                               OPERATIONS OF ACS

     The  following  discussion  and analysis of ACS'  financial  condition  and
results  of  operations  should  be  read  in  conjunction  with  its  financial
statements  and notes  thereto  and the  other  financial  information  included
elsewhere in this proxy statement. In addition to historical  information,  this
management's  discussion  and  analysis of  financial  condition  and results of
operations  and other  parts of this  proxy  statement  contain  forward-looking
information  that involve  risks and  uncertainties.  ACS' actual  results could
differ materially from those anticipated by such forward-looking  information as
a result of certain factors, including but not limited to, those set forth under
Risk Factors and elsewhere in this proxy statement.


     Management's  discussion  and analysis  provides a review of ACS' operating
results for the years ended December 31, 2002 and 2001 and for the three and six
months  ended  June 30,  2003 and  2002.  The  focus  of this  review  is on the
underlying  business  reasons for significant  changes and trends  affecting the
revenues, net losses and financial condition of ACS.


Overview

     ACS was incorporated in October 1997 as Health Data Solutions, Inc. ("HDS")
under the laws of  Indiana.  HDS was  originally  formed to provide  information
technology services to insurance companies, third party administrators ("TPAs"),
healthcare networks and self-insured employers.

     Effective July 31, 2001, HDS acquired  substantially  all of the assets and
assumed all outstanding  liabilities of American  CareSource  Corporation  ("Old
ACS"),  a related  entity (but not under common  control).  HDS  acquired  these
assets in exchange for the  issuance of shares of its common stock  representing
33% of its common  stock after the  acquisition  (the "ACS  Acquisition").  As a
result  of  this  acquisition,  HDS  changed  its  name to  American  CareSource
Corporation. The results of Old ACS' operations are included in the accompanying
statement of operations for ACS from July 31, 2001 forward.

     The successor company,  ACS, is an ancillary healthcare benefits management
company.  Ancillary  healthcare  services include a broad array of services that
supplement or support the care provided by hospitals and  physicians,  including
but not limited to, the  non-physician  services  associated  with (i) operating
outpatient  surgery centers and free-standing  diagnostic  imaging centers,  and
(ii)  providing  home  infusion,   durable  medical  equipment,   orthotics  and
prosthetics,  laboratory and many other services.  These ancillary  services are
provided  to  patients  as  benefits   under  group  health  plans  and  workers
compensation plans. ACS manages the administration of these ancillary healthcare
benefits.

     ACS  enters  into  agreements  with the  providers  of  ancillary  services
pursuant  to which  ACS  provides  administrative  services  for its  contracted
providers,  including patient scheduling services,  call center services,  payor
contracting services,  and billing and collection services. ACS also enters into
agreements  with  preferred  provider  organizations  ("PPOs"),   TPAs,  workers
compensation  benefits  administrators,   utilization  review  companies,   case
management  companies  and  other  healthcare  networks  pursuant  to which  ACS
provides ancillary benefits management services for these payor clients.

     Under its provider agreements, the contracted providers assign their claims
for  contracted  services to ACS,  which then re-prices the claims in accordance
with its  negotiated  payor fee schedules and submits such claims for payment by
the  appropriate  payors.  ACS  collects  payment for these  claims and pays the
contracted  provider  pursuant to a provider fee schedule  negotiated by ACS and
the  contracted  provider.  In such  circumstances,  ACS is obligated to pay the
ancillary  provider the applicable  provider fee despite the insufficient  payor
payment.  Covered  services refer to services that are listed as covered under a
health plan  administered by a client of ACS.  Covered persons are those persons
eligible for  ancillary  health  benefits  under the plans  administered  by ACS
clients.


     ACS recognizes  revenues for ancillary  services when services by providers
have been  authorized and performed and  collections  from payors are reasonably
assured. Patient claims revenues are recognized by ACS as services are provided.
Cost of revenues for ancillary services consist of expenses due to providers for
providing employee (patient)  services and Patient  Infosystems'  related direct
labor and  overhead of  processing  such  services.  ACS is not liable for costs
incurred by independent  contract service providers until payment is received by
ACS  from  the  payors.  ACS  recognizes  actual  or  estimated  liabilities  to
independent  contract  service  providers as related  revenues  are  recognized.
Patient  claims  costs of  revenue  consist  of  direct  labor and  overhead  to
administer the patient claims.


                                       62


     After its  organization,  ACS spent several years  developing  its business
model, know-how, infrastructure,  client base and provider base. Until 2001, ACS
focused on providing  information  technology  services to insurance  companies,
TPAs, healthcare networks and self-insured employers. In early 2001, ACS decided
to expand and  refocus  its  business to address  the  management  of  ancillary
benefits in the group health  market.  It launched its group health  initiatives
through  healthcare  networks  in 2001  and  began  to see the  impact  of these
initiatives by the fourth quarter of 2001.

     ACS now has over 15 group  health  clients  including  exclusive  ancillary
network  management  contracts  for two of the largest PPOs in the U.S.  Despite
this  progress,  ACS  has  so far  achieved  only a  minimal  percentage  of the
potential revenue opportunity represented by its existing client base.


     During  the  previous  two  years,  ACS has  experienced  severe  operating
limitations and constraints due to continuous under  capitalization  and working
capital shortfalls.  It incurred losses of $1.0 million and $1.2 million for the
three  months ended June 30, 2003 and 2002,  respectively,  and $2.1 million and
$2.3 million for the six months ended June 30, 2003 and 2002, respectively,  and
had negative cash flows from operations of $2.4 million and $1.3 million for the
six months ended June 30, 2003 and 2002, respectively.  ACS had negative working
capital of $4.1 million and $2.0 million at June 30, 2003 and December 31, 2002,
respectively.  On September 23, 2002 (amended April 10, 2003 and further amended
on  July  30,  2003)  ACS  signed  an  Asset  Purchase  Agreement  with  Patient
Infosystems  for the sale of  substantially  all of the assets of ACS. Under the
terms of a Credit Agreement dated April 10, 2003 with Patient  Infosystems,  ACS
as of August 29, 2003 has received  $2.85 million in bridge loans  committed for
working  capital.  However,  if the  Acquisition  does  not  close,  there is no
assurance  that  these  funds  will  be  adequate  for  ACS to  reach  breakeven
operations or that ACS will ever reach breakeven  operations or that the planned
funding will ultimately be realized.  In addition, in connection with the Credit
Agreement,  Patient  Infosystems  received warrants to purchase shares of common
stock of ACS,  exercisable  only if the  Asset  Purchase  Agreement  with ACS is
terminated. In connection with the amendment to the Credit Agreement, dated July
30, 2003, additional warrants to purchase 11,220 shares of ACS common stock will
be issued as consideration for increasing the aggregate amount of the loans from
$2.25 million to $3.4 million.  These warrants are also  exercisable only if the
Asset  Purchase  Agreement  is  terminated.  As  of  August  29,  2003,  Patient
Infosystems has received warrants to purchase 23,905 shares of ACS common stock.
No  adjustments  have been made to the financial  statements for the issuance of
these  warrants  since  management   considers  their  value  to  be  deminimis.
Additional  warrants to purchase ACS common stock may be issued depending on the
total  amount of funds ACS borrows  from  Patient  Infosystems  under the Credit
Agreement.  Furthermore,  Patient  Infosystems  received a note signed by ACS to
repay the  outstanding  amount  under the bridge  loans.  If the Asset  Purchase
Agreement  does not close,  there can be no  assurance  that ACS will be able to
repay the outstanding amount.

     ACS had  long-term  debt of $5.1  million and $2.8 million at June 30, 2003
and December 31, 2002,  respectively,  of which current maturities at such dates
were $2.7 million and $461,000.  As a result,  ACS' long-term debt (less current
maturities)  was $2.4  million  at June 30,  2003 and  December  31,  2002.  The
long-term debt at June 30, 2003 included a $2.25 million bridge loan as a result
of the  Asset  Purchase  Agreement  with  Patient  Infosystems,  a $2.4  million
subordinated  note payable to a stockholder of ACS,  $375,000 of other long-term
debt  obligations  owed to four entities or individuals  and $75,000 for capital
lease obligations.


     On November 5, 2002,  ACS completed a private  placement of 8,500 shares of
newly issued common stock raising $4.5 million in total  proceeds.  The proceeds
from this issuance have been used to repay debt and to support ACS' operations.

Results of Operations


Three and Six Months Ended June 30, 2003  Compared to Three and Six Months Ended
June 30, 2002

     Revenues are comprised of revenues from ancillary  service claims (relating
to group health  activities)  and data  processing of patient  claims.  Revenues
decreased to $2.2  million from $2.4 million  during the three months ended June
30, 2003 and 2002, respectively, or 10%. Revenues increased to $4.8 million from
$4.0 million during the six months ended June 30, 2003 and 2002 respectively, or
19%.

                      Three Months Ended              Six Months Ended
                            June 30,                       June 30,
Revenues              2003            2002            2003          2002
--------              ----            ----            ----          -----
Ancillary Health $  2,100,625  $   2,316,086      $ 4,577,569   $3,765,490
Patient Claims         97,889        124,547          202,562      263,704
                  --------------------------------------------------------
Total Revenues   $  2,198,514  $   2,440,633      $ 4,780,131    4,029,194

     Ancillary  health  claims  revenue  decreased to $2.1 million for the three
months  ended June 30,  2003 as compared  to $2.3  million for the three  months
ended June 30, 2002.  This decrease was primarily  caused by the  termination of
contracts by  HealthSouth  and Quest or $376,000  decrease,  the loss of smaller
providers  among the four  major  payors  or  $148,000,  offset by the  $309,000
increase for Pinnacol. Ancillary health claims revenue increased to $4.6 million
for the six months  ended June 30, 2003 as compared to $3.8  million for the six
months ended June 30, 2002. This increase is due primarily to Pinnacol Assurance
(the primary  administrator  of workers  compensation  benefits for the State of
Colorado),  which  increased  $813,000.   Increased  volume  from  Pinnacol  was
primarily  caused by the  addition of  orthotics,  prosthetics  and other higher
priced  claims and the start up of  processing  of claims  for the  Denver  area
during  the  first  half of 2003 as  compared  to the  first  half of 2002.  The
$326,000 decrease in HealthSouth revenues for the six months ended June 30, 2003
were offset by increased  revenues of four other  payors  primarily in the three
months  ended March 31,  2003.  The  termination  of the  HealthSouth  and Quest
contracts will continue to result in a significant reduction of ACS' revenues.

     The data processing of patient claims revenues decreased to $98,000 for the
three  months  ended June 30, 2003 as compared to $125,000  for the three months
ended June 30, 2002. The data processing of patient claims revenues decreased to
$203,000  for the six months ended June 30, 2003 as compared to $264,000 for the
six months  ended June 30,  2002.  This is not the core  business  of ACS and is
projected to continue to decline.

     The State of Texas  recently  passed a  regulation  requiring  state funded
workers  compensation  claims to be paid  directly to the  provider of services.
Although Texas workers  compensation  claims  accounted for less than 1% of ACS'
total  revenues for the year ended  December 31, 2002 and ACS  anticipates  that
such  claims  will  account  for less than 1% of its total  revenue for the year
ended  December 31,  2003,  this  regulation  may restrict the ability of ACS to
perform  services or expand services related to workers  compensation  claims in
Texas.

                                       63

     Costs of revenues

     Cost of revenues includes provider  payments,  direct expenses incurred for
providing  services and the related  direct labor and overhead of providing such
services.  ACS is not  liable for costs  incurred  by its  contracted  providers
unless and until these providers  obtain  approval from the appropriate  payors,
provide the contracted services and ACS receives payment from the payors.  Costs
of revenues also include direct expenses to administer claims,  including direct
labor  associated  with  recruitment and  contracting  with providers,  database
maintenance, data entry of claims, claims repricing and fulfillment and overhead
costs.  Costs of revenues  decreased  to $2.6 million for the three month period
ended June 30, 2003 as compared to $2.8 million for the three month period ended
June 30,  2002.  This  $200,000  decrease was due  primarily to a  corresponding
decrease of provider  payments of $161,000 as a percentage  of reduced  revenues
and a reduction in system development costs. Cost of revenues increased $700,000
to $5.5  million  for the six months  ended June 30,  2003 as  compared  to $4.8
million for the six months  period  ended June 30,  2002.  This  increase is due
primarily  to  $648,000  of  Pinnacol   provider  costs   associated   with  the
corresponding $813,000 increase in revenue from Pinnacol.

     Operating Expenses

     Selling,  general and  administrative  expenses  include the  salaries  and
related  benefits of ACS' executive  employees,  human  resources,  development,
provider relations, and finance and accounting employees, travel and other costs
for those  employees,  and sales materials and other marketing or sales expenses
of ACS.  Commissions paid to independent  outside salesmen are based directly on
net margin per client.  Payments to providers and all billing and  processing of
claims expenses are included in cost of revenues.  Operating  expenses decreased
$97,000 to  $562,000  for the three  months  ended June 30,  2003 as compared to
$659,000 for the three months ended June 30, 2002. This decrease in expenses was
primarily  related  to  $85,000  spent on  temporary  hires for pre-audit  work.
Operating  expenses  decreased $100,000 to $1.2 million for the six months ended
June 30,  2003 as compared  to $1.3  million  for the six months  ended June 30,
2002.  This decrease in expenses was also primarily  related to temporary  hires
for pre-audit work during the first half of 2003.

     ACS recorded net interest expense of $80,000 and $123,000 for the three and
six month periods ended June 30, 2003, respectively, as compared to $142,000 and
$238,000 for the same  respective  periods of 2002,  principally due to proceeds
from the sale of stock used to pay down debt during the second half of 2002.

     ACS had a net loss of $1.0  million and $2.1  million for the three and six
month periods ended June 30, 2003, respectively, as compared to $1.2 million and
$2.3 million for the same respective periods of 2002. This represents a loss per
share on a basic  and  diluted  basis of $35 and $74 for the three and six month
periods ended June 30, 2003, respectively, compared to $58 and $116 for the same
respective periods of 2002.


Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

     Revenues


     Revenues are comprised of revenues from ancillary  service claims (relating
to group health  activities)  and data  processing of patient  claims.  Revenues
increased  279% from $2.5  million for the year ended  December 31, 2001 to $9.6
million for the year ended  December  31,  2002.  This  increase  reflects  ACS'
expansion  into the group health  market  during 2002.  Ancillary  health claims
revenue increased from $1.5 million for the year ended December 31, 2001 to $9.2
million for the year ended December 31, 2002,  while data  processing of patient
claims revenues decreased from $1.1 million for the year ended December 31, 2001
to $480,000 for the year ended December 31, 2002.  Revenues from Pinnacol,  ACS'
largest ancillary  service client,  was $1.2 million for the year ended December
31, 2001. ACS obtained contracts with seven new ancillary service clients during
the first quarter of 2002 as part of the expansion program into this market. The
two  largest  clients  accounted  for $4.6  million,  or 48%,  of the total 2002
revenues.  These changes further reflect the impact of ACS' decision to focus on
the  ancillary  group health  market.  ACS  anticipates  that revenues from data
processing  of  patient  claims  will  decline as it  continues  to focus on the
ancillary service market as its core business.


     Costs of revenues


     Cost of revenues includes provider  payments,  direct expenses incurred for
providing  services and the related  direct labor and overhead of providing such
services.  ACS is not  liable for costs  incurred  by its  contracted  providers
unless and until these providers  obtain  approval from the appropriate  payors,
provide the contracted services and ACS receives payment for these services from
the payor.  Costs of revenues also include direct expenses to administer claims,
including   direct  labor  associated  with  recruitment  and  contracting  with
providers,  database  maintenance,  data entry of claims,  claims  repricing and
fulfillment  and  overhead  costs.  Costs of revenues  increased  271% from $3.0
million for the year ended December 31, 2001 to $11.2 million for the year ended
December  31,  2002.  In  addition  to the  corresponding  increase  in provider
payments as a  percentage  of increased  revenues,  this  increase  reflects the
increased  personnel and other costs associated with the growth of ACS' business
and the development of  infrastructure  to support ACS' expansion into the group
health market.


                                       64


     Operating Expenses


     For the year ended December 31, 2002,  selling,  general and administrative
expenses of $2.5  million  include  the  salaries  and related  benefits of ACS'
executive  employees,  human resources,  development,  provider  relations,  and
finance and accounting  employees,  travel and other costs for those  employees,
and sales  materials and other  marketing or sales expenses of ACS.  Commissions
paid to  independent  outside  salesman  are based  directly  on net  margin per
client.  Payments  to  providers  are  included in cost of goods sold as are all
billing and processing of claims expenses.  Selling,  general and administrative
expenses  increased  108% from $1.2 million for the year ended December 31, 2001
to $2.5 million for the year ended December 31, 2002. This increase reflects the
increased costs associated with the growth of ACS' business, the Acquisition and
the  development  of  infrastructure  to support ACS'  expansion  into the group
health market, which includes the costs of investments in software,  training of
employees  and  development  of form  client  contracts,  agent  agreements  and
commission  sales  agreements.  The $1.3  million  increase is  attributable  to
$363,000 for legal and audit fees  primarily  associated  with the  Acquisition,
$296,000 for employee  salaries,  $274,000 for systems  development and $363,000
for all other  categories  such as  travel,  sales  commissions  and  facilities
associated with the growth of ACS' business.


     Impairment of goodwill  includes  goodwill  recorded in connection with the
ACS acquisition of assets on July 31, 2001 in the amount of $1.3 million,  which
was  written off as impaired in  compliance  with SFAS 142  "Goodwill  and Other
Intangible Assets." The impairment was a result of ACS' inability to support the
valuation of goodwill generated from the ACS Acquisition. Impairment of goodwill
decreased  from $1.3 million for the year ended  December 31, 2001 to $0 for the
year ended December 31, 2002.  This decrease  reflects the write off of goodwill
in 2001 resulting from the ACS Acquisition.

     Interest expense is due to debt.  Interest expense  increased from $153,000
for the year ended December 31, 2001 to $363,000 for the year ended December 31,
2002.


     ACS had a net loss of $4.5  million for the year ended  December  31, 2002,
compared to a net loss of $3.2  million for the year ended  December  31,  2001.
This  represents a loss per share on a fully  diluted basis of $212 for 2002 and
$160 for 2001, respectively.


     Liquidity and Capital Resources


     At June 30,  2003,  ACS had a working  capital  deficit of $4.1  million as
compared to working  capital  deficits of $2.0  million at  December  31,  2002.
Through  June 30, 2003,  these  amounts  reflect the effects of ACS'  continuing
losses as well as $2.3  million in  increased  borrowings.  ACS has never earned
profits and since its inception,  has primarily  funded its operations,  working
capital needs and capital  expenditures  from the sale of equity  securities and
the  incurrence of debt.  ACS' cash balance was $42,000 and $159,000 at June 30,
2003 and December 31, 2002, respectively.

     On September 23, 2002 (amended  April 10, 2003 and further  amended on July
30, 2003) ACS signed an Asset Purchase  Agreement with Patient  Infosystems  for
the sale of substantially  all of the assets of ACS. Under the terms of a Credit
Agreement dated April 10, 2003 (amended July 30, 2003) with Patient Infosystems,
ACS as of August 29, 2003 has received  $2.85 million in bridge loans  committed
for working capital.  However,  if the Acquisition  does not close,  there is no
assurance  that  these  funds  will  be  adequate  for  ACS to  reach  breakeven
operations or that ACS will ever reach breakeven  operations or that the planned
funding will ultimately be realized.  In addition, in connection with the Credit
Agreement,  Patient  Infosystems  received warrants to purchase shares of common
stock of ACS,  exercisable  only if the  Asset  Purchase  Agreement  with ACS is
terminated. In accordance with the amended Credit Agreement dated July 30, 2003,
additional  warrants will be issued to Patient  Infosystems  to purchase  11,220
shares of ACS common stock in exchange for  increasing  the aggregate  amount of
the loans from $2.25  million to $3.4  million.  As of August 29, 2003,  Patient
Infosystems has received warrants to purchase 23,905 shares of ACS common stock.
No  adjustments  have been made to the financial  statements for the issuance of
these  warrants  since  management   considers  their  value  to  be  deminimis.
Furthermore,  Patient  Infosystems  received  notes  signed  by ACS to repay the
outstanding  amount under the bridge loans. If the Asset Purchase Agreement does
not  close,  there  can be no  assurance  that  ACS  will be able to  repay  the
outstanding amount.

     The long-term  debt at June 30, 2003 included  $2.25 million as a result of
the  Asset  Purchase  Agreement  with  Patient   Infosystems,   a  $2.4  million
subordinated  note payable to a stockholder of ACS,  $375,000 of other long-term
debt  obligations  owed to five entities or individuals  and $75,000 for capital
lease  obligations.  The $2.25  million  bridge  loan from  Patient  Infosystems
(collateralized  by all  intangible  and tangible  assets of ACS)  originated at
Index rate (4.25%) converted to Index rate plus 3% (7.25%) on April 10, 2003 and
will convert to Patient  Infosystems  Series D Preferred Stock. The $2.4 million
subordinated  note  originated at a stated  interest rates of 10% per annum also
converted to Index plus 3% (7.25%) on April 10, 2003.  Principal on this note is
due on the maturity date, which is in March 2007, and interest payments commence
in March 2005.


                                       65



     At December 31, 2001, ACS owed $400,000 on a line of credit and $400,000 on
a note  payable to a  financial  institution.  On  February  12,  2002,  ACS was
notified of a default and acceleration of the amounts owed on the line of credit
and debt.  Effective  May 9, 2002, a  stockholder  of ACS  purchased the line of
credit from the financial  institution for the outstanding amount owed by ACS of
$384,000 plus accrued  interest and late fees and purchased the outstanding debt
owed by ACS in the  principal  of $400,000  plus  accrued  interest.  As of June
30,2003,  this line of credit and debt are  included in the balance of the Index
rate plus 3% subordinated note payable to the stockholder.


     On November 5, 2002,  ACS completed a private  placement of 8,500 shares of
newly issued common stock raising $4.5 million in total  proceeds.  The proceeds
from this issuance have been used to repay debt and to support ACS' operations.

Inflation


     Inflation did not have a significant  impact on ACS' operations  during the
three and six month  periods  ended June 30,  2003 and 2002.  ACS  continues  to
monitor the impact of inflation in order to minimize its effects through pricing
strategies, productivity improvements and cost reductions.


Recent Accounting Pronouncements


     In August 2001, the Financial  Accounting  Standards Board issued Statement
of Financial  Accounting  Standards  No. 143,  Accounting  for Asset  Retirement
Obligations (SFAS 143). This statement requires that the fair value for an asset
retirement  obligation be recognized in the period in which it is incurred, if a
reasonable  estimate of fair value can be made, and that the carrying  amount of
the  asset,   including  capitalized  asset  retirement  costs,  be  tested  for
impairment.  SFAS 143 is  effective  for fiscal years  beginning  after June 15,
2002.  Adoption  of this  standard  will not have any  immediate  effect on ACS'
financial statements.

     In April 2002, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 145,  Rescission of Statement of Financial
Accounting  Standards  No. 4, 44, and 64,  Amendment  of  Statement of Financial
Accounting  Standards  No.  13,  and  Technical  Corrections  (SFAS  145).  This
statement  eliminates  the  current  requirement  that  gains and losses on debt
extinguishment   must  be  classified  as  extraordinary  items  in  the  income
statement.  Instead,  such gains and losses will be classified as  extraordinary
items only if they are deemed to be unusual and  infrequent,  in accordance with
the current GAAP criteria for extraordinary  classification.  In addition,  SFAS
145  eliminates  an   inconsistency   in  lease  accounting  by  requiring  that
modifications  of capital  leases that result in  reclassification  as operating
leases be accounted for consistent with  sale-leaseback  accounting  rules.  The
statement  also  contains  other  nonsubstantive  corrections  to  authoritative
accounting literature.  The changes related to debt extinguishment are effective
for fiscal years  beginning after May 15, 2002, and the changes related to lease
accounting are effective for transactions occurring after May 15, 2002. Adoption
of  this  standard  will  not  have  any  immediate  effect  on  ACS'  financial
statements.

     In June 2002, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 146,  Accounting for Costs  Associated with
Exit  or  Disposal  Activities  (SFAS  146),  which  addresses   accounting  for
restructuring  and similar costs.  SFAS No. 146 supersedes  previous  accounting
guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. SFAS 146
requires  that the  liability  for  costs  associated  with an exit or  disposal
activity be recognized  when the  liability is incurred.  Under EITF No. 94-3, a
liability for an exit cost was recognized at the date of a company's  commitment
to an exit plan. SFAS 146 also  establishes  that the liability should initially
be measured  and  recorded at fair value.  Accordingly,  SFAS 146 may affect the
timing  of  recognizing  future  restructuring  costs  as  well  as  the  amount
recognized. Adoption of this standard will not have any immediate effect on ACS'
financial statements.


                                       66



     In  November  2002,  the  Financial   Accounting   Standards  Board  issued
Interpretation  No. 45, Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,   Including   Indirect   Guarantees  of   Indebtedness   to  Others.
Interpretation   45  requires   disclosures  in  interim  and  annual  financial
statements  about   obligations   under  certain   guarantees   issued  by  ACS.
Furthermore,  it requires  recognition  at the  beginning  of a  guarantee  of a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee,  with  limited  exceptions  including:  1) a parent's  guarantee of a
subsidiary's debt to a third party, and 2) a subsidiary's  guarantee of the debt
owed to a third party by either its parent or another subsidiary of that parent.
The initial recognition and initial  measurement  provisions are only applicable
on a prospective  basis for  guarantees  issued or modified  after  December 31,
2002.  Adoption  of this  standard  will  not  have a  material  impact  on ACS'
financial statements.

     In December 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards 148, Accounting for Stock-Based Compensation -
Transition  and  Disclosure  (SFAS 148),  which  amended  Statement of Financial
Accounting  Standards 123,  Accounting for Stock-Based  Compensation (SFAS 123).
The new standard  provides  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  Additionally, the statement amends the disclosure requirements of
SFAS 123 to require  prominent  disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results. SFAS 148, paragraphs 2(a)
- 2(e), are effective for financial statements for the fiscal years ending after
December 15, 2002.  SFAS 148,  paragraph  2(f), and the amendment to APB Opinion
28,  Interim  Financial  Reporting,  shall be effective  for  financial  reports
containing  condensed  financial  statements for interim periods beginning after
December 15, 2002. Earlier adoption is permitted.  Adoption of this standard did
not have any immediate effect on ACS' financial statements.

     In January  2003,  the  Financial  Accounting  Standards  Board issued FASB
Interpretation  No.  46,   Consolidation  of  Variable  Interest  Entities,   an
interpretation  of Accounts  research  Bulletin No. 51,  Consolidated  Financial
Statements (FIN No. 46). FIN No. 46 explains how to identify  variable  interest
entities and how an  enterprise  assesses  its  interest in a variable  interest
entity,  to decide  whether  to  consolidate  that  entity.  The  Interpretation
requires existing  unconsolidated  variable interest entities to be consolidated
by their primary beneficiaries if the entities do not effectively disperse risks
among  parties  involved.  FIN No.  46 is  effective  immediately  for  variable
interest  entities  created  after  January 31, 2003,  and to variable  interest
entities  in which an  enterprise  obtains an  interest  after  that  date.  The
Interpretation  applies in the first  fiscal  year or interim  period  beginning
after June 15, 2003, to variable  interest entities in which an enterprise holds
a variable  interest that it acquired before February 1, 2003.  Adoption of this
standard did not have any immediate effect on ACS' financial statements.

     In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities (SFAS 149), which amends SFAS 133, Accounting
for  Derivative  Instruments  and  Hedging  Activities,  to  amend  and  clarify
financial accounting and reporting for derivative  instruments embedded in other
contracts (collectively referred to as derivative and hedging activities).  SFAS
149 is effective  for  contracts  entered into or modified  after June 30, 2003.
Adoption of this  standard did not have any immediate  effect on ACS'  financial
statements.

     In May 2003, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  150,  Accounting  for  Certain  Financial
Instruments with  Characteristics of Both Liability and Equity (SFAS 150), which
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both debt and equity. It requires
that an  issuer  classify  a  financial  instrument  that is  within  scope as a
liability (or an asset in some circumstances)  because that financial instrument
embodies an obligation to the issuer.  Effective June 30, 2003, ACS adopted SFAS
150,  which will not have any  immediate  effect on ACS'  financial  statements.
Adoption of this  standard did not have any immediate  effect on ACS'  financial
statements.


                                       67


                         BUSINESS OF PATIENT INFOSYSTEMS


     You should read the following  description  of our business in  conjunction
with  the  information   included  elsewhere  in  this  proxy  statement.   This
description contains certain  forward-looking  statements that involve risks and
uncertainties.  Our actual results could differ  significantly  from the results
discussed  in the  forward-looking  statements  as a result  of  certain  of the
factors set forth in "Risk Factors" and elsewhere in this proxy statement.

     General


     Patient  Infosystems,  Inc.  was  incorporated  in the State of Delaware on
February 22, 1995 under the name DSMI Corp.,  changed its name to Disease  State
Management,  Inc.  on October  13,  1995,  and then  changed its name to Patient
Infosystems,  Inc. on June 28, 1996. Patient  Infosystems'  principal  executive
offices  are  located  at 46 Prince  Street,  Rochester,  New York 14607 and its
telephone  number is (585) 242-7200.  Patient  Infosystems'  Internet address is
www.ptisys.com.


     Patient   Infosystems  is  a  health  management   solutions  company  that
integrates  clinical  expertise  with  advanced  Internet,  call center and data
management  capabilities.  Founded  in 1995  as a  disease  management  company,
Patient  Infosystems has evolved to offer a comprehensive  portfolio of products
and services  designed to improve patient clinical outcomes and quality of life,
reduce  healthcare  costs and facilitate  patient-provider-payor  communication.
Care Team Connect for Health,  Patient Infosystems'  principal product line that
provides a complete solution for population health  management,  can be marketed
as a  comprehensive  solution or a set of discrete  services  that  complement a
client's  existing  operations.   Care  Team  Connect  integrates  a  number  of
components that had historically  been marketed by Patient  Infosystems as stand
alone products.  During the 2002 year, the clinical  content of these components
were revised and all components were migrated to an updated technology platform.
Care Team Connect includes the following:

     1)   Population Health Management and Analysis. Systems to collect, analyze
          and report  data about an overall  target  patient  population.  These
          systems  utilize  telephone,  Internet,  electronic  or print media as
          input   sources   and  may  be  used  for  risk   identification   and
          stratification,    obtaining   information   on   care   quality   and
          patient/member satisfaction, and the provision of patient and provider
          education.

     2)   Disease  Management.  Patient-centered  disease  management  and  case
          management support systems designed to improve patient compliance with
          prescribed  treatment  protocols and to improve the process of patient
          management outside the traditional "office visit." The system utilizes
          trained  telephone   operators  and  computerized   interactive  voice
          response  technology to communicate  via telephone and gather relevant
          information  directly  from the  patient.  This  data is  subsequently
          automatically  transmitted via electronic or print media to healthcare
          payors,  providers and patients,  as  appropriate.  These services are
          also available via the Internet.

     3)   Nurse Help Line and Demand  Management.  Services  to  facilitate  the
          appropriate  deployment of costly healthcare resources.  These systems
          provide  enrolled  patients with 24-hour access to a registered  nurse
          for access to health  information and management of their care between
          episodes of medical intervention.


     Patient  Infosystems  markets  its  services  to a broad  range of clients,
including   self-insured   employers  and  trust  funds,   insurance  companies,
pharmaceutical and medical equipment and device manufacturers,  pharmacy benefit
managers ("PBMs"),  other healthcare payors,  such as managed care organizations
("MCOs")  and  healthcare  providers,  including  integrated  delivery  networks
("IDNs").


     Initially,  during its first two years of operations,  Patient  Infosystems
emphasized the development of disease management programs, which accounted for a
substantial  portion of its revenue through 1997.  However,  since 1998, Patient
Infosystems has devoted  resources to the  development of other  applications of
its technology platform, including demand management,  patient surveys, outcomes
analysis and Internet-based  capabilities.  These additional  products accounted
for nearly 45% of the total  revenue  of Patient  Infosystems  during the fiscal
year ended  December 31, 2002 and  accounted for 59% and 62% of total revenue of
Patient  Infosystems  during the fiscal years ended  December 31, 2001 and 2000,
respectively.

                                       68


Recent Developments

     During the fiscal  year  ended  December  31,  2002,  approximately  54% of
Patient Infosystems' revenue came from two clients, AstraZeneca, Inc. ("Zeneca")
and a healthcare insurance entity (the "Client"). Zeneca sponsored patients from
an affiliate of Client (the "Sponsored  Group") in a program operated by Patient
Infosystems.  Client directly sponsored patients from other of its affiliates in
substantially  the same  program as that  provided to the  Sponsored  Group.  In
September 2002, Patient  Infosystems  received  notification from Zeneca that it
intended to  terminate  its service  agreement  with Patient  Infosystems  as of
January 1, 2003.  In  January  2003,  Client  assumed  approximately  20% of the
Sponsored  Group  under its  service  agreement  with  Patient  Infosystems.  In
February 2003, Patient Infosystems received  notification that Client intends to
terminate its service  agreement  with Patient  Infosystems,  effective  July 1,
2003.  Neither  Zeneca  nor  Client  cited  any  dispute  with or  breach of any
agreement by Patient  Infosystems.  Patient  Infosystems  has replaced this lost
revenue  with other  client  contracts,  but no  assurance  can be given the new
sources of revenue will be permanent.

     On May 2, 2000,  the Board of  Directors of Patient  Infosystems  concluded
that it was in the best long term  interests  of Patient  Infosystems  to seek a
strategic merger partner. ACS was identified as a potential partner. A two and a
half year dialogue with ACS culminated in an agreement by both parties to effect
a strategic merger.  The details of this transaction and dialogue leading to the
transaction  are outlined in detail in this proxy  statement.  An asset purchase
agreement  was  approved by the Board of Directors  of Patient  Infosystems  and
executed on September 23, 2002 and subsequently  amended on April 10, 2003, July
30, 2003 and October 8, 2003 (collectively the "Asset Purchase Agreement").  The
transactions  contemplated  by the  Asset  Purchase  Agreement  cannot be closed
without  approval of the  stockholders of Patient  Infosystems of an increase in
the number of  authorized  shares of common stock of Patient  Infosystems.  Upon
closing of the Acquisition, Patient Infosystems will change its name to American
CareSource Corporation.

     In December  2002,  Patient  Infosystems  loaned to ACS $200,000 of working
capital, which was loaned to Patient Infosystems by Mr. Pappajohn. The loan from
Patient  Infosystems to ACS is secured by  substantially  all the assets of ACS.
During January of 2003, Patient Infosystems made additional loans of $300,000 to
ACS under substantially the same terms. Furthermore,  as of May 2, 2003, Patient
Infosystems has loaned an additional $1 million to ACS under  substantially  the
same terms.

     On April  10,  2003,  Patient  Infosystems  entered  into a Note and  Stock
Purchase  Agreement,  which was  subsequently  amended on  September  11,  2003,
pursuant to which certain  investors,  including Mr. Pappajohn,  a member of the
Board of Directors,  agreed to loan to Patient Infosystems an aggregate of up to
$3,500,000.  In consideration for the loans, Patient Infosystems signed a series
of  promissory  notes and  issued an  aggregate  of  286,182  shares of Series D
Preferred Stock to the investors. The 286,182 shares of Series D Preferred Stock
are convertible into up to 34,341,840 shares of Patient Infosystems common stock
subject to approval by Patient Infosystems' stockholders of the amendment to the
Certificate of Incorporation to increase  authorized capital stock. In addition,
upon closing of the private placement of Patient  Infosystems' capital stock, as
contemplated by the Asset Purchase  Agreement,  the notes issued pursuant to the
Note and Stock Purchase  Agreement  will be convertible  into Series D Preferred
Stock.  The  purpose  of the loan from the  investors  is to  provide  funds for
Patient  Infosystems  to  loan  to ACS  to  provide  working  capital  for  ACS'
operations.  The loan from Patient Infosystems to ACS is provided under a Credit
Agreement, which was executed on April 10, 2003 and subsequently amended on July
30,  2003.  In order to have  sufficient  shares of common  stock  reserved  for
issuance upon conversion of the Series D Preferred  Stock,  including  shares of
common  stock  underlying  shares  of  Series  D  Preferred  Stock  issued  upon
conversion  of the notes,  Patient  Infosystems  must  increase  its  authorized
capital stock.

     Upon closing of the Acquisition,  Patient  Infosystems will change its name
to American  CareSource  Corporation and will focus its business strategy on the
development of the ancillary  healthcare  benefits management business currently
conducted by ACS.

     On February 1, 2003, Patient Infosystems  initiated operations on a smoking
cessation program for two healthcare insurance entities. The call center program
is being offered  through a strategic  alliance with Behavioral  Solutions,  the
developers of an innovative  program using behavioral  health  counselors.  This
program represents a new product line for Patient Infosystems.

                                       69


     Information  Capture,  Delivery and  Analysis  Technologies  Utilizing  the
Internet

     Patient  Infosystems'  technology  platform  integrates  an advanced  voice
recognition   telephone   system,   high-speed   data  processing  and  analysis
capability,  demand  publishing and information  distribution  capabilities  and
behavior  modification-based  compliance  algorithms  with a real time  Internet
on-line  communication  system. The system utilizes its call center and Internet
technology to  communicate  via  telephone  directly with the patient at home as
well as with  payors  and  providers  in order to gather  and  deliver  relevant
patient data. Depending on a patient's response,  situation-specific  algorithms
are applied to target future questions and thus help customize the collection of
data.

     Patient  Infosystems'  system  analyzes and prepares the captured  data for
automatic  delivery to the payor,  provider  and patient  using its Internet and
demand  publishing  capabilities.  Patient  Infosystems'  Internet  capabilities
enable  Patient  Infosystems'  systems to  interface  on a real-time  basis with
patients,  payors  and  providers.  Demand  publishing  technology  enables  the
creation of highly individualized reports by inserting stored graphic images and
text that can be  customized  for race,  gender and age.  These reports are also
customized to the patient's specific  situation,  and the system can utilize the
information  received  during contacts with the patient to customize the content
of the report. The data relevant to the separate report for healthcare providers
is formatted to be automatically transmitted via mail, fax or Internet.

     Each  contact  with  a  patient  contributes  to  the  establishment  of  a
longitudinal  database,  which can be  analyzed  to  provide  information  about
treatment  modalities for patients,  providers and payors.  Patient Infosystems'
system is  designed  to  analyze  patient  compliance  to  prescribed  treatment
regimens  and  gather  additional  clinical  information  so that the  patient's
caregivers can develop improvements in such regimens.

     Internet Capabilities

     In 1999,  Patient  Infosystems  acquired  substantially  all the  assets of
HealthDesk  Corporation  ("HealthDesk"),  a consumer healthcare software company
that focuses on general health and chronic  disease  management  through ongoing
targeted  support for patients,  families and  caregivers.  The acquired  assets
include  HealthDesk  OnLine and HealthDesk  OnLine for Diabetes,  which are both
accessible through the Internet and on CD-ROM. Patient Infosystems also acquired
HealthDesk's  Care Team Connect  product,  which is accessible over the Internet
and provides a communication  mechanism to caregivers.  Patient Infosystems uses
the core technologies associated with the HealthDesk products to support Patient
Infosystems'  current Care Team Connect for Health  product,  which includes the
case management support system, disease management,  demand management,  quality
of life assessments and clinical data analysis.

     Integrated Disease Management System

     Patient  Infosystems'  primary  application of its  integrated  information
capture and delivery  technology is its integrated Care Team Connect approach to
chronic  condition  management---Care  Team  Connect for  Asthma,  Hypertension,
Diabetes,  and  Congestive  Heart  Failure.  This  system is  designed to assist
patients in managing their chronic disease,  to improve patient  compliance with
care plans, and, as a consequence, improve patient outcomes.

     Patient  Infosystems'  disease management  programs have been developed for
targeted  diseases on both a customized and  standardized  basis. All follow the
same conceptual approach.

     First, using a panel of medical and clinical experts,  Patient  Infosystems
develops a  disease-specific  patient  intervention and compliance  program that
includes a template  for the  integration  of each  patient's  history,  current
medical  status and treatment  protocol.  The panel  identifies  guidelines  for
generally  accepted  treatment   protocols  and  diagnostic   interventions  for
particular  diseases and then uses these guidelines to determine an intervention
protocol and the information to be gathered from the patient.

     Second, when a patient is enrolled,  a limited patient history is obtained,
which may  include  the  histories  of the  chronic  illness,  medications,  and
surgical  procedures  as  well  as  other  information  deemed  relevant  by the
disease-specific  compliance  program.  This  information is included in Patient
Infosystems'  database  for each  patient and is used to create the reports that
are  distributed to the patient's  healthcare  provider and payor, as well as to
the patient.

     Third,  Patient  Infosystems  establishes  periodic telephone contacts with
each patient to monitor the patient's compliance with prescribed  therapies,  as
well as the patient's  overall health status  treatment  progress.  Contacts are
made  in  accordance  with a  designated  patient  contact  schedule,  which  is
established for each disease  management  program and the risk level  identified
for that particular  patient.  The frequency  varies  depending upon the disease
under management and the goal of the applicable treatment.

                                       70


     Fourth, the data gathered from the patient during each contact is processed
and stored in Patient Infosystems' database. Using the information obtained from
patient contacts and other available  information  regarding the patient and his
or her treatment,  personalized  reports are prepared,  typically following each
patient  contact,  for  evaluation  by the  patient,  the  patient's  healthcare
provider and, on a routine basis, payors.


     Fifth, each patient enrolled in one of the disease  management  programs is
provided  with 24-hour  telephonic  access to a registered  nurse for  questions
regarding his or her illness or other health information.


     Patient  Infosystems'  demand  publishing and Internet  technology  further
support its disease  management  programs.  These  technologies  enable  Patient
Infosystems  to  provide  personalized  behavior  modification  and  educational
materials  to  patients in addition to  individual  patient  reports,  which may
include pictures, diagrams and informative discussions relating to the treatment
course  intended to modify or  reinforce  certain  behaviors.  At the same time,
individual  patient  reports are  provided  to the  healthcare  provider.  These
reports  are more  factual in nature  and  contain  the  relevant  clinical  and
behavioral  information  that has been  gathered.  On a routine  basis,  Patient
Infosystems can provide summary  information to the patient's  healthcare  payor
with  respect to patient  progress  and  activity.  The  summary  reporting  for
customers are made available through the Internet.

     Patient  Infosystems  enrolled its first  patients in a disease  management
program in October 1996,  and has enrolled  more than 532,000  patients in those
programs through January 31, 2003.

     Patient Infosystems'  customer  agreements,  which are typically terminable
without  cause by either  party,  require  payment  to  Patient  Infosystems  of
operational  fees. The amount of the program  operational  fee generally  varies
with the length, complexity and frequency of patient contacts as dictated by the
respective program protocols. Patient enrollment in each of Patient Infosystems'
programs   will  depend  upon  the   identification   and  referral  by  Patient
Infosystems'  customers of patients to Patient  Infosystems'  system, which will
vary from  program to program.  During the fiscal year ended  December 31, 2002,
Patient  Infosystems has introduced a product  enhancement to capture  potential
patient  enrollments  through the  analysis of  historical  medical and pharmacy
claims.

     Patient Infosystems' disease specific management programs are as follows:

     Asthma

     Patient Infosystems has developed disease management programs for asthmatic
patients  that  have been  marketed  to payors  and  other  participants  in the
healthcare  industry,  and such programs  have been  provided to patients  since
1997. Through January 31, 2003, Patient Infosystems has had approximately 15,000
patients participate in these programs.

     Congestive Heart Failure

     Patient  Infosystems has services  agreements to operate disease management
programs to aid in the treatment of patients  suffering  from  congestive  heart
failure. Patient Infosystems has completed the development of the program in the
English and Spanish  languages.  These  programs  have been provided to patients
since  1997,  and  through  January  31,  2003,  Patient   Infosystems  has  had
approximately  32,700  patients  participate in the programs.  During the fiscal
year ended December 31, 2002,  approximately 54% of Patient Infosystems' revenue
came from two clients,  AstraZeneca,  Inc. ("Zeneca") and a healthcare insurance
entity (the  "Client").  Zeneca  sponsored  patients from an affiliate of Client
(the "Sponsored  Group") in a program  operated by Patient  Infosystems.  Client
directly  sponsored  patients from other of its affiliates in substantially  the
same program as that provided to the Sponsored Group. In September 2002, Patient
Infosystems received notification from Zeneca. that it intended to terminate its
service  agreement  with Patient  Infosystems  as of January 1, 2003. In January
2003, Client assumed  approximately 20% of the Sponsored Group under its service
agreement  with  Patient  Infosystems.  In February  2003,  Patient  Infosystems
received  notification  that Client  intends to terminate its service  agreement
with Patient  Infosystems,  effective  July 1, 2003.  Neither  Zeneca nor Client
cited any dispute with or breach of any agreement by Patient Infosystems.

     Diabetes

     Patient  Infosystems has developed disease management programs for diabetic
patients  that  have been  marketed  to payors  and  other  participants  in the
healthcare  industry.  These programs have been provided to patients since 1997,
and through January 31, 2003, Patient  Infosystems has had approximately  10,700
patients participate in these programs.

                                       71


     Secondary Cardiovascular Disease

     Patient   Infosystems   has  entered   into  a  services   agreement   with
Bristol-Myers  to develop,  implement and operate a disease  management  program
relating to the  prevention  of  cardiovascular  sequelae  in patients  who have
recently  experienced  certain  cardiovascular  illnesses or treatments  such as
angina, cardiac bypass surgery or myocardial infarction. Patient Infosystems has
completed  the  development  of this  program in both the  English  and  Spanish
languages.  This program has been provided to patients  since 1997,  and through
January  31,  2003,  Patient  Infosystems  has had  approximately  500  patients
participate in this program.

     Hypertension

     Patient  Infosystems  has developed a compliance  program for patients with
hypertension  that has been  marketed  to payors and other  participants  in the
healthcare  industry.  Bristol-Myers  and RxAmerica  have each retained  Patient
Infosystems  to provide this  compliance  program for patients who are suffering
from  hypertension  and are  enrolled  in  healthcare  programs  for which these
companies provide services. Through January 31, 2003, approximately 830 patients
have participated in this program.

     Program Re-designs

     During 2002, Patient Infosystems re-designed each of its disease management
products in order to be more responsive to the market.  Specific  changes to the
programs  which are now  operational  under the Care Team Connect  label include
claims data analysis to identify  patients with chronic  disease and assign each
risk  level,  targeted  interventions  by  severity  of the  patient's  disease,
introduction  of  additional  clinical  content and  inclusion  of the Nurse 411
Demand Management service as a 24-hour nurse help line.

     Pharmaceutical and Medical Equipment Support Programs

     Patient  Infosystems has delivered  custom programs sold to  pharmaceutical
and medical device  manufacturers that are intended to add value to their direct
to  consumer   marketing   efforts.   Patient   Infosystems   was   retained  by
Bristol-Myers,  Zeneca,  Janssen and Abbott to develop and operate programs that
support  specific  products in the areas of  diabetes,  anxiety,  prostatis  and
others. In September 2002, Patient Infosystems received notification that Zeneca
intended to  terminate  it service  agreement  with  Patient  Infosystems  as of
January 1, 2003.  As of January 31, 2003,  approximately  32,000  patients  have
participated  in  Patient  Infosystems'  pharmaceutical  and  medical  equipment
support programs. In October 2000, Patient Infosystems was retained by Urologix,
Inc.  to develop and operate a Prostate  Care Center to provide  telephonic  and
Internet support for their direct to consumer advertising  campaign.  During the
one year term of the Urologix agreement, 1,500 men participated in this program.

     "Nurse411" demand management programs


     Nurse411  provides a 24-hour telephonic help line for enrolled  populations
as well as demand  management  services.  Demand management  involves  assisting
providers in evaluating  patient  treatment needs to identify those patients who
may not require immediate or intensive  services.  The goal of demand management
is to reduce the need for, and use of,  costly,  often  clinically  unnecessary,
medical services and arbitrary  managed-care  interventions  while improving the
overall quality of life of patients.  During 2002, Patient Infosystems  provided
demand management services to approximately 142,700 enrollees.


     Patient survey programs

     Organizations  in many different  areas of the healthcare  industry  survey
users regarding  their products and services for a variety of reasons  including
regulatory,  marketing and research purposes.  Patient Infosystems'  information
systems,  with their ability to proactively contact patients in a cost-efficient
manner,  may be used for  this  type of  application.  Patient  Infosystems  has
developed a series of automated  surveys  ranging from general health to disease
specific instruments.  Through January 31, 2003,  approximately 440,200 patients
have participated in these survey programs.

                                       72


     Internet-based products and services

     Patient   Infosystems'  Case  Management  Support  System  ("CMSS")  is  an
Internet-based  software product that is used by case management  organizations.
The  customer's  case managers  access the system using an approved  browser and
Internet Service Provider ("ISP") connection.  (Browser and ISP are not supplied
by Patient  Infosystems.)  The  system  enables  case  managers  to  effectively
interface  with, and utilize,  Patient  Infosystems'  intervention  programs for
patient care planning and implementation  improves case managers' efficiency and
productivity.  Additionally,  the CMSS provides the case management organization
with a reporting tool and a case distribution and documentation tool that can be
used to better monitor and manage case management activity.  Patient Infosystems
licenses its CMSS  software and  operating  system to customers  who agree to an
initial license fee plus ongoing user and support fees.  There were no new sales
of this product during 2002. As of January 31, 2003, there is one licensee.

Other Applications of the Integrated Information Capture and Delivery Technology


Outcomes Analysis.  Patient  Infosystems  expects to utilize aggregate anonymous
information  gathered  from  patients  enrolled  in its  programs  to serve  two
purposes.  First,  information  regarding  treatment  results,  success  of  the
compliance  program and patient  reaction to differing  treatments or compliance
protocols  may  be  used  by  Patient   Infosystems  to  further   improve  each
disease-specific  compliance  program.  Second,  this information may be used by
payors,  pharmaceutical  companies  and  healthcare  providers  to assist in the
development of improved treatment modalities.  Patient Infosystems has developed
analytical methodologies using database management and information technologies.

Clinical   Studies.   Many   pharmaceutical   companies  and  contract  research
organizations  are seeking more  economical,  efficient and reliable methods for
compiling  and  analyzing   clinical   data  in  conducting   clinical   trials.
Furthermore,  many drug development protocols have begun to emphasize subjective
criteria and outcomes information.  Patient Infosystems believes that its system
will allow it to develop  programs  tailored to the measurement of outcomes data
relating to the  conduct of later stage  clinical  trials.  Patient  Infosystems
believes  that its system can also assist  pharmaceutical  companies in studying
and  documenting  the efficacy of approved  products in order to provide ongoing
information to the Food and Drug Administration or for marketing purposes.

Clinical   Registry   Technical   Assistance.    Patient   Infosystems   assists
organizations  with the  development  of  clinical  registries  used to increase
effective  management of patients with chronic disease.  Patient  Infosystems is
supporting the development,  including project management and implementation, of
a patient registry for federally  qualified  health centers,  through a national
initiative  known as the  Health  Disparities  Collaboratives.  This  project is
administered as a subcontract through the Institute for Healthcare Improvement.


Sales  and  Marketing

     Through  1997,  Patient  Infosystems'  efforts  focused  primarily  on  the
development  of  disease  management   programs.   Beginning  in  1998,  Patient
Infosystems began aggressively  marketing the other services that its technology
platform   can   provide   including   demand   management,   patient   surveys,
pharmaceutical  support  programs and  outcomes  analysis.  Patient  Infosystems
markets its integrated  disease  management  system to organizations  within the
healthcare  industry that are involved in the treatment of disease or payment of
medical  services  for  patients  who  require  complex  or  long-term   medical
therapies.   These  industry   organizations   include  five  distinct   groups:
pharmaceutical  and  medical  equipment  manufacturers,   healthcare  providers,
pharmacy   benefits   managers,   healthcare   payors  and   self-funded   trust
funds/employer  groups.  As of July 2000,  Patient  Infosystems has also entered
into an  agreement  with USI  Administrators,  Inc.  along  with  several of its
subsidiaries  (collectively  known  as  "USI"),  one  of the  country's  largest
third-party  administrators  ("TPA"),  to co-market its products and services to
USI's potential employer client base. Similar agreements have been executed with
ACS and Future Health. ACS is a company that provides claims processing services
and  ancillary  network  referral  services to provider  networks,  managed care
organizations  and TPAs.  Future Health is a population risk management  company
that provides risk  identification case management,  utilization  management and
disease  management,   primarily  for  self-funded   employer  groups.   Patient
Infosystems  currently  employs a sales and  marketing  staff of two  persons to
market its systems.  In  addition,  the senior  members of Patient  Infosystems'
management are actively engaged in marketing Patient Infosystems' programs.

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     Studies have been conducted to document the clinical and cost benefits that
result  from the  application  of Patient  Infosystems'  integrated  information
capture and  delivery  system.  The  results of these  studies are being used to
supplement Patient Infosystems'  marketing efforts.  Patient Infosystems intends
to continue to promote the  benefits of its  products  through  press  releases,
direct  marketing  and possibly  through  publication  in clinical  journals and
presentations   at  scientific   conferences   referencing  the  favorable  near
term-results of these studies.  To date, these studies have pertained to Patient
Infosystems' asthma, diabetes and congestive heart failure programs.


Research and Development

     Research and development  expenses consist  primarily of salaries,  related
benefits and administrative costs allocated to Patient Infosystems' research and
development  personnel.  These personnel are actively involved in the conversion
of Patient  Infosystems'  technology  platform  to a fully  web-enabled  design.
Patient Infosystems' research and development expenses were $105,614, or 4.5% of
total revenues, for the fiscal year ended December 31, 2002, $190,731, or 12.0%,
of total revenues, for the fiscal year ended December 31, 2001, and $305,543, or
14.3% of total revenues,  for the fiscal year ended December 31, 2000.  Research
and  development  costs have decreased as Patient  Infosystems has completed the
development of its primary  disease  management  programs.  Patient  Infosystems
anticipates  that the amount  spent on  research  and  development  will  remain
relatively  constant in future  periods as it continues its internal  process to
update its products.

Employees

     As of  November  7, 2003,  Patient  Infosystems  had 66 full and  part-time
employees.

Description of Properties


     Patient  Infosystems'  executive  and  corporate  offices  are  located  in
Rochester,  New York in  approximately  5,000 square feet of leased office space
under an  operating  lease that expires on June 30,  2004.  Patient  Infosystems
believes its offices are suitable to meet its current needs.


Legal Proceedings

     Neither Patient Infosystems, nor any of its subsidiaries, is a party to any
material legal proceeding,  nor to the knowledge of Patient Infosystems,  is any
such proceeding threatened against it or any of its subsidiaries.

                                       74


                                 BUSINESS OF ACS

Overview

     ACS is an ancillary health benefits management company.  ACS assists health
benefits plan sponsors such as preferred provider organizations ("PPOs"),  third
party administrators  ("TPAs"),  workers compensation  benefits  administrators,
insurance companies,  employers and unions improve the quality of ancillary care
delivered to health plan  members  while  reducing  overall  ancillary  benefits
costs.

     Ancillary  healthcare services are the non-physician,  non-hospital portion
of the healthcare market.  Ancillary services represent approximately 20% of the
U.S.  healthcare market or approximately  $320 billion per year. ACS manages the
administration  of the ancillary  benefits provided under group health plans and
workers compensation plans.

     American  CareSource  Corporation,  an Indiana  corporation,  was formed in
1997. It was formerly known as Health Data Solutions, Inc. until its merger with
American CareSource Corporation,  a Delaware corporation,  on July 31, 2001 when
it changed its name to American  CareSource  Corporation.  ACS' headquarters are
located in Irving, Texas.

Ancillary Services

     ACS manages the  administration  of ancillary  health  benefits.  Ancillary
benefits  management involves the design and administration of programs aimed at
reducing  the costs and  improving  the quality  and  convenience  of  ancillary
healthcare services.

     Ancillary  healthcare  services  include  a broad  array of  services  that
supplement or support the care provided by hospitals and  physicians,  including
the non-hospital,  non-physician  services associated with (i) operating surgery
centers and free-standing  diagnostic  imaging centers,  and (ii) providing home
health and infusion,  durable  medical  equipment,  orthotics  and  prosthetics,
laboratory and many other  services.  These  ancillary  services are provided to
patients as benefits under group health plans and workers compensation plans.

     Ancillary services include the following categories, among others:

o   Outpatient Therapy/Rehab        o  Orthotics and Prosthetics
o   Home Health Services            o  Pain Management
o   Surgical Centers                o  Specialty Pharmacy
o   Laboratory Services             o  Respiratory Services
o   Home Infusion Therapy           o  Sleep Studies
o   Chiropractic Services           o  Sub-Acute and Skilled Nursing Facilities
o   Diagnostic Imaging/Radiology    o  Hospice Services
o   Dialysis Services               o  Bone Growth Stimulators
o   Durable Medical Equipment

ACS Clients


     ACS  manages  ancillary  benefits  for  PPOs,  TPAs,  workers  compensation
benefits administrators, utilization review companies, case management companies
and other healthcare  networks.  These healthcare networks typically serve 25 to
150  healthcare  payors  and may cover  10,000 to  several  million  lives.  ACS
currently has contracts with 22 such  healthcare  networks,  including  ppoNext,
Medical Control,  National Plan Network/Plan Vista,  Accountable Health Plans of
America,  Inc. and Pinnacol  Assurance  (the  primary  administrator  of workers
compensation  benefits for the State of Colorado).  For the year ended  December
31,  2001,  revenue  from  Pinnacol  Assurance  was  $1.2  million  (46%  of ACS
revenues),  revenue from Lutheran  Preferred was $380,000 (15% of ACS revenues),
revenue from APPO was $290,000  (11% of ACS  revenues),  revenue from Kaiser was
$253.000 (10% of ACS revenues) and revenue from Sagamore was $156,000 (6% of ACS
revenues).  For the year ended December 31, 2002, revenue from Pinnacol was $2.8
million (29% of ACS revenues),  revenue from Accountable Health Plans of America
was $1.8  million  (19% of ACS  revenues),  revenue  from Med  Control  was $1.5
million (16% of ACS  revenues),  revenue from  National Plan Network/ Plan Vista
was $1.1 million (11% of ACS revenues), revenue from ppoNext was $911,000 (9% of
ACS revenues) and revenue from Lutheran  Health  Network was $522,000 (5% of ACS
revenues).


                                       75


Products and Services

     General.   Ancillary   benefits   management   involves   the   design  and
administration of programs aimed at reducing the costs and improving the quality
and convenience of ancillary  services.  Through these services,  ACS offers its
clients  direct and  administrative  cost  savings.  Due to the large  number of
small,  independent  providers  offering  a wide  range of  different  ancillary
services,  it is impractical  for most ACS clients to negotiate the thousands of
discounted  fee-for-service provider contracts needed to control effectively the
costs of ancillary  care. For the same reasons,  managing  ancillary  healthcare
benefits  represents  an  administrative  burden  and  significant  cost for ACS
clients.

     Through its contracts with over 5,000  ancillary  services  providers (with
over 14,000  sites  nationwide),  ACS is able to offer its  clients  direct cost
savings  in  the  form  of  discounted   rates  for   contracted   services  and
administrative  cost  savings by  functioning  as a single  point of contact for
managing a comprehensive  array of ancillary  benefits.  ACS benefits management
services  include  processing  the claims  submitted  by its covered  providers,
re-pricing  the  claims,  submitting  the  claims  for  payment,  receiving  and
disbursing  claims payments and performing  customer  service  functions for its
clients and contracted providers. For PPO, TPA and similar clients,  contracting
with  ACS also  allows  the  clients  to  market  comprehensive,  efficient  and
affordable ancillary services benefits to their payor customers.

     ACS' menu of services includes ancillary analysis, ancillary out-of-network
negotiations, the creation of ancillary custom networks, ancillary reimbursement
services,   ancillary  network  management,   ancillary  utilization  management
support, ancillary systems integration,  ancillary claims management,  ancillary
electronic claims services and ancillary call center services.

Description of Selected Services

     Ancillary Network Analysis.  ACS analyzes the available claims history from
each  client  and  develops a specific  plan to meet its  needs.  This  analysis
identifies  high-volume  providers that are not already under contract with ACS.
ACS attempts to contract with such out-of-network providers to maximize discount
levels and ACS capture rates.

     Out-of-Network Negotiations. For services performed by providers outside of
the ACS  network,  ACS  negotiates  a  discounted  rate for the client on a case
specific basis.

     Custom  Networks.  ACS  customizes  its  network  to meet the needs of each
client. In particular,  ACS reviews the "out-of-network"  claims history through
its network  analysis  service and  develops a strategy to create a network that
efficiently  serves the  client's  needs.  This may  involve  adding  additional
providers  for a client and removing  providers  the client wants  excluded from
their network.

     Ancillary Reimbursement.  ACS uses its network analysis to develop a single
reimbursement  level for all ancillary  providers.  A large  national payor with
20,000 ancillary providers may have 20,000 different fee schedules and contracts
to maintain.  With ACS,  there is only one fee schedule to maintain and that fee
schedule is designed to increase the payor's overall  discount  level.  ACS also
processes denials and appeals for its clients and for its contracted  providers,
saving time and costs for both.

     Ancillary  Network  Management.  ACS  manages  ancillary  service  provider
contracts,  reimbursement  and  credentialing  for its  clients.  This  provides
administrative  benefits to ACS clients and reduces the burden on providers  who
typically  must  supply  credentialing  documentation  and  engage  in  contract
negotiation with separate payors.

     Ancillary   Utilization   Management  Support.  ACS  provides  support  for
utilization  and case  management  efforts used by each payor.  ACS  facilitates
pre-authorization  at the point of referral based on  pre-established  criteria.
ACS also "flags" cases for follow-up,  review and  concurrent  reviews to ensure
all the payor  guidelines are followed by each service provider and the efficacy
of  services  and  progress of the  patient is  satisfactory.  There are a large
number of high demand  cases that are subject to case  management  efforts.  For
those cases, ACS helps coordinate the supporting  documentation  and preparation
of reports to manage and monitor  progress  and  establishment  of reserves  for
specific claims.

                                       76



     Ancillary Systems Integration.  ACS has created a Network Management System
("NMS") that enables it to manage many  different  customized  accounts.  NMS is
also made available to the clients.  ACS clients can maintain their provider and
reimbursement  data  using  NMS.  This  saves  the  client  the time and cost of
purchasing, installing and updating network management software.


     Ancillary  Reporting.  ACS  provides  a  complete  suite of reports to each
client  monthly.  The reports  cover  contracting  efforts  and  capture  rates,
discount  levels,  referral  volumes by service category and complete claims and
utilization reports.


     Ancillary  Claims  Management.  ACS  provides  claims  management  services
through  its  operation  in  Pittsboro,  Indiana.  ACS  also  has a  contractual
relationship with IDS Infotech LTD. located in Charndigarh, India for additional
processing and programming  support as needed.  ACS can manage  ancillary claims
flow,  both  electronic  and paper,  and  integrate  into the  client's  process
electronically  or through repriced paper claims.  ACS can also perform a number
of customized  processes that add additional  value for each client.  As part of
the claims  management  process,  ACS  manages  the  documentation  requirements
specific to each  payor.  When claims are  submitted  from the service  provider
without  required  documentation,  ACS  works  with  the  provider  to  get  the
documentation  so that the claim is not  denied by the  payor.  This also  saves
labor costs for the payors.

     Ancillary  Electronic  Claims.  ACS is working to  improve  its  electronic
claims  process  ("A-EDI").  An improved  A-EDI may  increase  ACS revenue  from
current clients and future clients, decrease ACS processing costs and deepen ACS
relationships with its clients. ACS estimates that at least 80% of all claims in
ACS ancillary categories are submitted by paper. The cost for a payor to process
these claims typically ranges between $1.25 and $2.00 per claim over the cost of
an electronic claim submission.


     The net effect of HIPAA  regulations  on an ancillary  provider (who is not
required  to  submit  claims   electronically)   serves  to  further  discourage
electronic submission.  The cost for a provider to submit a claim electronically
averages between $0.50 and $0.80 per claim. Most  clearinghouses  plan to charge
additional fees for other  transactions  such as eligibility,  benefit and claim
status that further raise the provider's electronic costs.

     Ancillary  Call Center.  ACS staffs a 24/7 call center to provide  customer
service,  referral  management and support for providers,  patients and clients.
ACS believes that this service increases patient  satisfaction.  For example,  a
patient  who  has  just  been  discharged  from  the  hospital  or an  inpatient
rehabilitation  facility  may require home care,  infusion  and durable  medical
equipment  which may all be  supplied  by  different  providers.  A patient  can
schedule all three  services  with one call to ACS. ACS will also follow up with
the patient to ensure that the services or products were delivered as expected.

ACS Contracted Providers

     Provider Base. ACS' base of contracted providers includes over 14,000 sites
nationwide.   The  contracted  providers  range  from  sole  proprietor  service
providers to large corporations. ACS seeks to identify and utilize providers who
offer efficient, high quality services in each of the local markets it services.
Using  its  provider  profiling,   quality  control  and  outcomes   assessments
capabilities,  ACS regularly adds and removes ancillary  services providers from
its recommended lists for its payor customers.

     Advantages  for  Providers.   ACS  offers  ancillary   providers   improved
administrative  efficiency,  access to  claims  automation  and  other  systems,
improved  competitiveness and access to the large patient populations covered by
ACS healthcare network clients.

     o    Administrative  efficiency.  ACS provides  administrative services for
          its contracted providers,  including patient scheduling services, call
          center  services,   payor  contracting   services,   and  billing  and
          collection  services.  These  services  save costs for ACS  contracted
          providers and are intended to improve their administrative efficiency.

                                       77



     o    Claims  automation and systems.  For economic and other reasons,  many
          payors  seek to  increase  the  percentage  of their  claims  that are
          processed  electronically.  Electronic claims are generally  processed
          and paid more rapidly, yielding cash flow advantages to providers that
          are able to submit claims electronically.  Many providers of ancillary
          services,  however,  are small,  independent  businesses  with limited
          financial,  technical,  technological and management resources.  It is
          impractical  for such  providers  to develop and  maintain  the claims
          automation  and  other  systems  needed  to take  advantage  of  payor
          preferences for electronic claims.  ACS allows ancillary  providers to
          access the advantages of automated claims processes,  including faster
          payments of claims and improved  administration.  In addition, the net
          effect  of HIPAA  regulations  on an  ancillary  provider  (who is not
          required to submit claims electronically) serves to further discourage
          electronic  submission.  The cost  for a  provider  to  submit a claim
          electronically  averages  between  $0.50  and $0.80  per  claim.  Most
          clearinghouses  plan to charge additional fees for other  transactions
          such as eligibility,  benefit and claim status that further raises the
          provider's electronic costs.


     o    Improved  Competitiveness.   ACS  manages  ancillary  claims  using  a
          standardized  reimbursement  methodology  that brings  consistency and
          clarity to ancillary benefits management. By contracting with ACS, the
          claims  of  ancillary  providers  are  submitted  by  ACS  using  this
          standardized  methodology.  This  standardization,  combined  with ACS
          administrative  services and the claims automation  services described
          above,  improve  the  competitiveness  of  independent   providers  of
          ancillary services.

     o    Access to member  populations.  By contracting  with ACS, an ancillary
          provider becomes an eligible  provider for members of the health plans
          administered  by ACS  clients.  ACS  uses its call  center  and  other
          programs to assist  payors and their  members in locating  appropriate
          ancillary providers.

     The collective  impact of these benefits  allows ACS to negotiate  provider
fee schedules with significant  discounts,  particularly for ancillary providers
that have fixed facility, equipment or other costs.

Sales and Marketing

     ACS markets its  products  and  services  through  independent  contractors
providing  commission  salespersons.  Additionally,  ACS contracts  with outside
sales organizations that have expertise in particular sub-markets or portions of
ACS target markets.

     ACS  currently  focuses  its  sales and  marketing  efforts  on  healthcare
networks such as PPOs, TPAs and similar  organizations.  The typical network has
between  25 and 150  payor  clients.  ACS  seeks  cross-selling  and  up-selling
opportunities within its client network organizations and with the payors served
by its client networks.

ACS Revenues

     As part of its ancillary benefits management services,  ancillary providers
submit claims at full retail  charges to ACS for services  performed for covered
members.  ACS  re-prices  these claims under the relevant  payor fee  schedules,
performs electronic  conversion and HIPAA formatting  services,  and submits the
re-priced claims to the appropriate payors.  After adjudication of the claims by
the payor, the payor issues an explanation of benefits and check for each claim.
In most cases,  these checks are sent to ACS. ACS then pays the providers  under
the relevant provider fee schedules. The difference between the amounts received
by ACS from its clients and the amounts paid by ACS to its contracted  providers
represents ACS' gross margin on its benefits management services.

Competition

     While  ACS is  aware  of no  competitor  that  currently  offers  ancillary
benefits  management  services  similar  to its  own,  several  companies  offer
benefits or other management services relating to workers compensation  benefits
and  specific  categories  of  ancillary  services.  It should be noted that ACS
provided  its services for the workers  compensation  market until  January 2001
when it expanded  into the group health  market.  Its growth in the group health
market may encourage other companies active in the workers  compensation  market
to develop service  offerings  competitive  with ACS in the group health market.
Similar  competitors  may  include  companies  that have  created  niche  market
management  businesses,  such as companies  aggregating or managing chiropractic
services, sub-acute healthcare services (such as so-called step-down facilities)
and laboratory services.

                                       78


     Pharmacy  benefit   management   companies  ("PBMs")  represent  actual  or
potential  competitors.  ACS is  developing  an  ancillary  benefits  management
business model that in some respects is analogous to the business model employed
by PBMs. These companies manage pharmacy benefits for health plan providers, and
in some cases  manage  selected  ancillary  benefits as well.  A number of these
companies are very large, including Merck-Medco, Express Scripts, AdvancePCS and
Caremark Rx, all of whom have revenues over $1 billion per year. These and other
PBMs possess  substantially  greater financial and personnel resources than ACS,
have  current  contracts  with  large  numbers  of payors  and  could  enter the
ancillary  benefits  management  market.  ACS  considers  these  companies to be
potential acquirers of its business.

     In addition to the companies  described  above, a large number of companies
offer  health  benefit  plans and related  services to payors and other  groups.
These  plans  cover  hospital  and  physician  services,  as well  as  ancillary
services.  While these  companies are potential  competitors  for ACS, they also
constitute the core of ACS current client base and its potential client pool.

Employees


     ACS currently has approximately 62 full time employees, approximately 38 of
which are employed at its facilities in Irving,  Texas and  approximately  24 of
which are employed at its facility in Pittsboro,  Indiana. None of ACS employees
are covered by a  collective  bargaining  agreement  and ACS  believes  that its
relationships with its employees are good.


Description of Properties

     ACS  corporate,  executive and  operational  offices are located in Irving,
Texas in  approximately  18,400 square feet of office space.  The lease for this
property expires on April 30, 2008. These offices are leased from Today Tristar,
L.P., an entity  controlled by Werner Eric Brauss, a director and stockholder of
ACS.  ACS  believes  that the terms of its lease with Today  Tristar,  L.P.  are
reasonable  and not less  favorable  to ACS than  the fair  market  value of the
facilities leased.

     ACS operational offices for claims  administration,  management,  marketing
and sales,  and  processing are located in Pittsboro,  Indiana in  approximately
7,500 square feet of office space.  The lease for this property  expires on July
31, 2008.

     ACS believes that its plants and facilities are suitable and adequate,  and
have sufficient capacity, to meet its current needs.

Legal Proceedings

     ACS is not is a party to any material legal proceedings.


Inde-Dutch

     Since 1996, ACS has maintained a contractual relationship with IDS Infotech
Ltd. ("Inde-Dutch") to process claims.  Inde-Dutch is a volume based information
technology management company, located in Chandigarh,  India,  approximately 150
miles north of New Delhi. Inde-Dutch employs over 100 programmers and processors
who provide programming services to ACS via satellite on a daily basis.


     Through satellite linkage, ACS and Inde-Dutch transfer high volumes of data
for  processing  on a daily  basis.  Inde-Dutch  provides  ACS  with  technology
expertise and experience on an economical and efficient  basis. By utilizing the
intellectual  human resources and labor  available in India through  Inde-Dutch,
ACS is able to reduce the cost of programmers  and  processors  essential to its
operations.

                                       79


                      MARKET PRICE AND DIVIDEND INFORMATION

     Patient  Infosystems'  stock was traded on the Nasdaq National Market until
September 14, 2000 and is now traded on the Over-the-Counter Bulletin Board. The
following  table sets forth,  for the periods  indicated,  the high and low sale
price for Patient Infosystems common stock on the Nasdaq National Market and the
Over-the-Counter Bulletin Board.

                                                  High       Low

       2001
       First Quarter                              $0.20      $0.09
       Second Quarter                             $0.43      $0.06
       Third Quarter                              $0.29      $0.17
       Fourth Quarter                             $0.17      $0.04

       2002
       First Quarter                              $0.20      $0.06
       Second Quarter                             $0.20      $0.12
       Third Quarter                              $0.30      $0.09
       Fourth Quarter                             $0.51      $0.08


       2003
       First Quarter                              $0.26      $0.14
       Second Quarter                             $0.25      $0.08
       Third Quarter                              $0.25      $0.08
       Fourth Quarter (through November 7, 2003)  $0.15      $0.11

     On  October  16,  2002,  the last  full  trading  day  prior to the  public
announcement of the Acquisition,  the closing sale price of Patient  Infosystems
common stock was $0.30 per share after a high of $0.35 and a low of $0.25 during
the course of trading  that day. On November 7, 2003,  the closing sale price of
Patient Infosystems common stock was $0.14 per share.

     The prices set forth above  reflect  inter-dealer  prices,  without  retail
mark-up, mark-down or commission and may not represent actual transactions.

     The  approximate  record  number of holders of Patient  Infosystems  common
stock as of November 7, 2003 is 86.

     Patient  Infosystems  is paying 9%  cumulative  dividends  on its  Series C
Preferred Stock.  Patient  Infosystems  anticipates payment of dividends on this
class of stock  annually and expects  that it may be required to pay  additional
dividends on any classes of preferred  stock that may be issued to raise working
capital.  Patient Infosystems has not paid any dividends on its common stock and
does not anticipate  payment of dividends on its common stock in the foreseeable
future.

     Patient  Infosystems  is paying 9%  cumulative  dividends  on its  Series D
Preferred Stock.  Patient  Infosystems  anticipates payment of dividends on this
class of stock  annually and expects  that it may be required to pay  additional
dividends on any classes of preferred  stock that may be issued to raise working
capital.  Patient Infosystems has not paid any dividends on its common stock and
does not anticipate  payment of dividends on its common stock in the foreseeable
future.

ACS


     ACS' common  stock is not traded in any public  market.  ACS has never paid
any cash dividends and does not contemplate the payment of cash dividends in the
foreseeable  future. As of November 7, 2003, there were approximately 17 holders
of record of ACS common stock.

                                       80


                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF


     The following table sets forth certain information regarding the beneficial
ownership of Patient  Infosystems common stock as of June 30, 2003 for (i) each
person or entity who is known by us to own  beneficially  more than five percent
of our common stock;  (ii) each named  executive  officer  listed in the Summary
Compensation table below; (iii) each director of Patient  Infosystems;  and (iv)
all directors and executive officers as a group.




       Beneficial Owner (1)                         Number of Shares      Percent of
                                                           (2)             Class (2)
       ----------------------------------------------------------------------------------
                                                                      
       John Pappajohn (3)                                 4,197,495         36.84%
       Derace L. Schaffer (4)                             2,487,307         22.22%
       Edgewater Private Equity Fund II, L.P.,
             900 North Michigan Avenue, 14th Floor
          Chicago, IL 60611                                 970,000          8.85%
       Roger Louis Chaufournier (5)                         281,000          2.50%
       Christine St. Andre (6)                              210,000          1.88%
       Kent A. Tapper (7)                                   115,100          1.04%
                                                    -------------------------------------
      All directors and executive officers as
           a group (5 persons)                            8,260,902         67.52%


(1)  Unless  otherwise  noted,  the address of each of the listed persons is c/o
     Patient Infosystems at 46 Prince Street, Rochester, New York 14607.


(2)  Beneficial  ownership  is  determined  in  accordance  with the  rules  and
     regulations  of the Securities  and Exchange  Commission.  In computing the
     number  of  shares  beneficially  owned  by a  person  and  the  percentage
     ownership  of that  person,  shares of common  stock  subject to options or
     warrants held by that person that are currently  exercisable or exercisable
     within 60 days of June 30, 2003 are deemed outstanding. Except as indicated
     in the  footnotes  to this  table  and  pursuant  to  applicable  community
     property  laws,  each  stockholder  named in the table has sole  voting and
     investment  power  with  respect  to the  shares  set forth  opposite  such
     stockholder's  name.  The  percentage  beneficial  ownership  is  based  on
     10,956,424 shares of common stock outstanding as of June 30, 2003. Does not
     include  34,335,360  shares of common stock  issuable  upon  conversion  of
     Series D Preferred Stock.

(3)  Includes 360,000 shares held by Halkis,  Ltd., a sole proprietorship  owned
     by  Mr.   Pappajohn,   360,000   shares  held  by  Thebes,   Ltd.,  a  sole
     proprietorship  owned by Mr.  Pappajohn's  spouse and  360,000  shares held
     directly by Mr.  Pappajohn's  spouse.  Mr. Pappajohn  disclaims  beneficial
     ownership of the shares owned by Thebes,  Ltd. and by his spouse.  Includes
     options to purchase 36,000 shares that are either currently  exercisable or
     that become  exercisable within 60 days of June 30, 2003 and 400,000 common
     stock   equivalents   for  50,000  shares  of  Series  C  Preferred   Stock
     beneficially  owned as of June 30,  2003.  Does not include (i)  32,268,550
     shares of Patient Infosystems common stock resulting from the conversion of
     $4,135,000  in debt and  $382,597 of accrued  interest  or (ii)  14,835,720
     shares of common stock issuable upon conversion of 123,631 shares of Series
     D Preferred  Stock.  Such  shares  will be issued upon  approval of Patient
     Infosystems'   stockholders   of  the  amendment  of  the   certificate  of
     incorporation to increase the authorized capital stock.

(4)  Includes  288,000  shares  held  by Dr.  Schaffer's  minor  children.  Also
     includes  36,000 shares that are issuable upon the exercise of options that
     are either currently  exercisable or that become exercisable within 60 days
     of June 30, 2003 and 200,000 common stock equivalents for the 25,000 shares
     of Series C Preferred  Stock  beneficially  owned as of June 30, 2003. Does
     not include 2,878,586 shares of Patient  Infosystems common stock resulting
     from the  conversion  of $347,500 in debt and $55,502 of accrued  interest.
     Such  shares  will  be  issued  upon   approval  of  Patient   Infosystems'
     stockholders  of the  amendment  of the  certificate  of  incorporation  to
     increase the authorized capital stock.


                                       81



(5)  Includes  options to  purchase  281,000  shares  that are either  currently
     exercisable  or that become  exercisable  within 60 days of June 30,  2003.
     Does not include 119,000 shares subject to outstanding options that are not
     exercisable within 60 days of June 30, 2003.

(6)  Includes  options to  purchase  210,000  shares  that are either  currently
     exercisable  or that become  exercisable  within 60 days of June 30,  2003.
     Does not include 90,000 shares subject to outstanding  options that are not
     exercisable within 60 days of June 30, 2003.

(7)  Includes  options to  purchase  115,000  shares  that are either  currently
     exercisable  or that become  exercisable  within 60 days of June 30,  2003.
     Does not include 21,000 shares subject to outstanding  options that are not
     exercisable within 60 days of June 30, 2003.



            PRO FORMA VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF


     The following table sets forth certain information regarding the beneficial
ownership  of Patient  Infosystems  common  stock as of November 7, 2003 for (i)
each  person or  entity  who is known by us to own  beneficially  more than five
percent of our common stock;  (ii) each named  executive  officer  listed in the
Summary  Compensation table below;  (iii) each director of Patient  Infosystems;
and (iv) all directors and executive  officers as a group,  giving effect to (a)
the  Acquisition,  (b) the  conversion  of  $4,482,500  in debt and  $438,099 of
accrued interest owed to Mr.  Pappajohn and Dr. Schaffer into 35,147,136  shares
of Patient  Infosystems  common stock (c) the  allowance  for  conversion  of an
aggregate  of 400,000  shares of Series D Preferred  Stock issued in the private
placement and (d) the 1 for 12 reverse stock split.




                    Beneficial Owner (1)                   Number of        Percent of
                                                             Shares            Class
     ---------------------------------------------------------------------------------------
                                                                        
     ACS (2)                                                  1,500,000       27.98%
     John Pappajohn (3)                                       6,277,474       72.70%
     Derace L. Schaffer (4)                                     873,007       15.42%
     Roger Louis Chaufournier (5)                                23,417          *
     Christine St. Andre (6)                                     17,500          *
     Kent A. Tapper (7)                                           9,591          *
     Principal Life Insurance Company                         3,462,340       39.24%
          c/o Principal Global Investors, LLC
          801 Grand Avenue
            Des Moines, Iowa 50392
                                                         -----------------------------------
     All directors and executive officers as a
        group (5 persons)                                    12,163,329       97.69%


*    Less than 1% beneficial ownership.

(1)  Unless  otherwise  noted,  the address of each of the listed persons is c/o
     Patient Infosystems at 46 Prince Street, Rochester, New York 14607.


(2)  Includes  1,500,000  shares of common stock issuable to ACS pursuant to the
     Asset Purchase Agreement, on a pro forma basis.

(3)  Includes 30,000 shares held by Halkis, Ltd., a sole proprietorship owned by
     Mr.  Pappajohn,  30,000 shares held by Thebes,  Ltd. a sole  proprietorship
     owned by Mr.  Pappajohn's  spouse and 65,660  shares  held  directly by Mr.
     Pappajohn's  spouse. Mr. Pappajohn  disclaims  beneficial  ownership of the
     shares  owned by Thebes,  Ltd.  and by his spouse.  Includes (i) options to
     purchase 3,000 shares that are either currently  exercisable or that become
     exercisable  within 60 days of November 7, 2003,  (ii) 600,000 common stock
     equivalents  for 50,000  shares of Series C  Preferred  Stock  beneficially
     owned as of  November  7,  2003,  (iii)  2,689,646  shares of common  stock
     issuable upon conversion of debt and (iv) 1,236,310  shares of common stock
     issuable upon conversion of Series D Preferred Stock.


                                       82



(4)  Includes 24,000 shares held by Dr. Schaffer's minor children. Also includes
     3,000 shares that are issuable upon the exercise of options that are either
     currently exercisable or that become exercisable within 60 days of November
     7, 2003 and  300,000  common  stock  equivalents  for the 25,000  shares of
     Series C Preferred  Stock  beneficially  owned as of November 7, 2003. Does
     not include  239,882  shares of common stock  issuable  upon  conversion of
     debt.

(5)  Includes  options to  purchase  23,417  shares  that are  either  currently
     exercisable or that become  exercisable within 60 days of November 7, 2003.
     Does not include 9,916 shares subject to  outstanding  options that are not
     exercisable within 60 days of November 7, 2003.

(6)  Includes  options to  purchase  17,500  shares  that are  either  currently
     exercisable or that become  exercisable within 60 days of November 7, 2003.
     Does not include 7,500 shares subject to  outstanding  options that are not
     exercisable within 60 days of November 7, 2003.

(7)  Includes  options  to  purchase  9,591  shares  that are  either  currently
     exercisable or that become  exercisable within 60 days of November 7, 2003.
     Does not include 1,750 shares subject to  outstanding  options that are not
     exercisable within 60 days of November 7, 2003.



                        MANAGEMENT OF PATIENT INFOSYSTEMS

     The following table sets forth the names,  ages and principal  positions of
the directors and executive officers of Patient Infosystems.



           Name            Age              Title

                            
Derace L. Schaffer          56    Chairman of the Board of Directors

Roger Louis Chaufournier    45    President, Chief Executive Officer and Director

John Pappajohn              75    Director

Christine St. Andre         52    Chief Operating Officer

Kent Tapper                 47    Vice President, Financial Planning and Chief Financial Officer



Derace L.  Schaffer,  M.D.  Dr.  Schaffer  has been  Chairman of the Board and a
Director  of Patient  Infosystems  since its  inception  in February  1995.  Dr.
Schaffer is President of the Ide Imaging Group,  P.C., as well as the Lan Group,
a  venture   capital  firm   specializing  in  healthcare  and  high  technology
investments.  He serves as a director of the following public companies:  Allion
Healthcare,  Inc. and Radiologix,  Inc. He is also a director of several private
companies,  including Analytika, Inc., Card Systems, Inc. and Logisticare,  Inc.
Dr.  Schaffer is a board  certified  radiologist.  He received his  postgraduate
radiology training at Harvard Medical School and Massachusetts General Hospital,
where he served  as Chief  Resident.  Dr.  Schaffer  is a member of Alpha  Omega
Alpha,  the  national  medical  honor  society,  and is  Clinical  Professor  of
Radiology at the  University  of  Rochester  School of  Medicine.  Dr.  Schaffer
provides services to Patient Infosystems on a part-time basis.

Roger Louis  Chaufournier.  Mr.  Chaufournier  has been the  President and Chief
Executive  Officer of Patient  Infosystems since April 1, 2000. Prior to joining
Patient Infosystems,  Mr. Chaufournier was President of the STAR Advisory Group,
a healthcare  consulting firm he founded in 1998. From August 1996 to July 1999,
Mr.  Chaufournier was the Chief Operating Officer of the Managed Care Assistance
Company,  a company that developed and operated  Medicaid health plans.  Managed
Care Assistance  Company filed for protection under the federal  bankruptcy laws
in June  2000.  From  1993 to 1996,  Mr.  Chaufournier  was  Assistant  Dean for
Strategic  Planning for the Johns  Hopkins  University  School of  Medicine.  In
addition,   Mr.  Chaufournier  spent  twelve  years  in  progressive  leadership
positions  with the George  Washington  University  Medical  Center from 1981 to
1993. Mr.  Chaufournier  was also Chairman of the Board and acting  President of
Metastatin Pharmaceuticals,  a privately held company developing therapeutics in
the area of prostate cancer. Mr. Chaufournier was a three time Examiner with the
Malcolm  Baldrige  National  Quality  Award  and  has  served  as  the  national
facilitator  for the  federal  Bureau of Primary  Health  Care  chronic  disease
collaboratives.

                                       83


John Pappajohn.  Mr. Pappajohn has been a Director of Patient  Infosystems since
its inception in February  1995,  and served as its Secretary and Treasurer from
inception through May 1995. Since 1969, Mr. Pappajohn has been the sole owner of
Pappajohn  Capital  Resources,  a venture  capital firm and  President of Equity
Dynamics,  Inc., a financial  consulting firm, both located in Des Moines, Iowa.
He serves as a Director for the following public companies:  Allion  Healthcare,
Inc., MC Informatics, Inc. and Pace Health Management Systems, Inc.

Christine St. Andre.  Ms. St. Andre has been the  Executive  Vice  President and
Chief Operating Officer of Patient Infosystems since June 5, 2000. Ms. St. Andre
has more than 20 years  experience  managing complex  healthcare  organizations.
From 1994 to 2000, Ms. St. Andre was Chief Executive  Officer for the University
of Utah  Hospitals  and  Clinics.  Prior to 1994,  Ms. St. Andre served as Chief
Executive  Officer  of George  Washington  University  Medical  Center.  Ms. St.
Andre's career in healthcare began in the area of information  technology at the
Thomas Jefferson University.

Kent Tapper.  Mr. Tapper has been Vice President,  Financial Planning of Patient
Infosystems since April 1999. Mr. Tapper has served as Chief Information Officer
and Vice President,  Systems  Engineering and has been with Patient  Infosystems
since July 1995. Mr. Tapper became the acting Chief Financial Officer of Patient
Infosystems  in April  2000.  From 1992 to 1995,  Mr.  Tapper  served as Product
Manager,  Audio Response and Call Center  Platforms for Northern  Telecom,  Inc.
From 1983 to 1992, Mr. Tapper held Product Manager,  Systems Engineering Manager
and various engineering management positions with Northern Telecom.

Board Composition and Committees

     We  currently  have  three  directors,  each  serving a term until the next
annual meeting of stockholders.  Under the terms of the shareholders'  agreement
dated October 8, 2003, the parties to the shareholders' agreement agreed to vote
all shares of Patient Infosystems owned by then in favor of the election of John
Pappajohn and Derace Schaffer and two reasonably qualified individual designated
by John  Pappajohn  and Derace  Schaffer as members of the Board of Directors of
Patient Infosystems. The designees have not yet been determined.


                                MANAGEMENT OF ACS

     The following table sets forth the names,  ages and principal  positions of
the directors and executive officers of ACS.

     Name            Age                  Title

Robert Prosek         59      Chief Executive Officer and President

Mark Bodnar           41      Executive Vice President, Director

Michael Caolo, Jr.    59      Executive Vice President of Corporate
                              Development, General Counsel

Maria L. Baker        54      Vice President Business Development

Jennifer Boone        45      Vice President of Network Development
                              and Client Services

Werner Eric Brauss    60      Director

Susan Shelton         48      Director

                                       84



     Robert Prosek.  Mr. Prosek has served as the Chief Executive Officer of ACS
since January 2003. Mr. Prosek is a senior  healthcare  executive who has worked
with early stage,  turnaround  and growth  companies.  From 1998 until 2002, Mr.
Prosek was the Chairman of the Board and Chief Executive  Officer of AccentCare,
Inc, a specialty  elder care service  company.  Mr. Prosek was previously  Chief
Executive  Officer of Asthma and Allergy  Care  America,  a specialty  physician
practice management company until 1997. Mr. Prosek has also previously served as
President  and Chief  Executive  Officer of Care  Partners,  a provider  of home
infusion  therapy and  interactive  home  medical  monitoring  services,  and as
President  of Psicor,  a provider  of turnkey  cardiopulmonary  services to open
heart hospitals.

     Mark Bodnar. Mr. Bodnar has worked in the healthcare industry in the United
States for the past 18 years  focusing on the  automation of  healthcare  claims
administration and adjudication.  He founded Health Data Solutions, Inc. ("HDS")
in  1997 to  perform  data  processing  and  claims  automation  for  healthcare
companies and  organizations  and has served as its President,  Chief  Executive
Officer and a director  since that time. In July 2001, HDS acquired the business
of American  CareSource in Dallas,  Texas ("Old ACS"), and changed its corporate
name to  American  CareSource.  From  1995  to  1997,  Mr.  Bodnar  worked  as a
healthcare   consultant  for  the  automation  of  claims   administration   and
adjudication  in Ohio and  surrounding  states.  From 1983 to 1995,  Mr.  Bodnar
worked  in  various  capacities  relating  to  claims   adjudication,   customer
relations,  information  technology,  claims  automation  and  managed  care for
several  insurance  companies and managed care  organizations,  including  Aetna
Insurance,  Blue Cross/Blue  Shield of Ohio, Blue Cross/Blue  Shield Super Group
PPO and Health Power HMO (Columbus,  Ohio).

     Michael  Caolo,  Jr. Mr. Caolo has served as General  Counsel and Executive
Vice President of Corporate  Development of ACS since 2001. Mr. Caolo co-founded
Old ACS and served as general  counsel and a director of that  company from 1994
until it was acquired by HDS in 2001.  Mr. Caolo is an attorney  whose  practice
focused on start-up companies,  transaction-oriented  entrepreneurs and emerging
growth  businesses.  He was a co-founder and served as a director and as general
counsel  of  several  companies,   including  Snyder  General   Corporation,   a
manufacturer  of air  conditioning,  heating and  ventilation  equipment,  Eddie
Haggar LTD., Inc. a Dallas-based women's apparel manufacturing company,  Emerald
Petroleum  Corporation,  an independent  oil and gas  exploration  company,  and
Millbrook  Corporation,  a Dallas-based  physician  office  practice  management
software  company.

     Maria L. Baker. Ms. Baker has served as Vice President Business Development
of ACS since  January  2002.  From 1994  through  2001,  Ms.  Baker held various
positions with Medical Control,  Inc., a preferred provider organization located
in Dallas,  Texas, and most recently was Vice President  Network  Development of
that company.  After  Medical  Control,  Inc. was purchased by ppoNext,  Inc., a
preferred provider  organization based in Long Beach,  California,  in 2001, Ms.
Baker served as Regional Vice  President of Provider  Relations of ppoNext until
joining ACS.

     Jennifer  Boone.  Ms. Boone joined ACS in January  1996,  and has served as
Vice President of Network  Development and Client Services since 2001. From 1995
to 1996,  Ms. Boone held various  positions  at Genex  Services,  a managed care
organization located in Dallas,  Texas, and most recently was a case manager for
lost time cases for that company.  From 1992 to 1995, Ms. Boone was the Director
of Admissions at BTS  Healthcareers,  a career school located in Dallas,  Texas.
Prior to 1992,  Ms. Boone worked as a licensed nurse at Midway Park Hospital and
as a registered  nurse at Dallas-Fort  Worth Hospital where she was  responsible
for  admissions  and the  development  of Care Plans.  Ms. Boone has  maintained
several certifications such as CCM (certified case manager) and CADAC (certified
alcohol  and drug  abuse  counselor).

     Werner Eric Brauss.  Mr. Brauss has been a director of ACS since July 2001.
Since 1990 he has been the President and owner of Today Realty Advisors,  a real
estate management company based in Dallas, Texas, that owns and manages over 100
commercial, retail and multi-family properties in Texas.

     Susan  Shelton.  Ms.  Shelton  has been a director  of ACS since July 2002.
Since 1992, Ms. Shelton has been employed by Today Realty Advisors, Inc., a real
estate management company based in Dallas, Texas, that owns and manages over 100
commercial,  retail and multi-family properties in Texas. Today Realty Advisors,
Inc. is owned by Werner Eric Brauss,  a director and  stockholder  of ACS. Since
August 1997,  Ms. Shelton has been the Chief  Operating  Officer of Today Realty
Advisors,  Inc. She oversees Today Realty Advisors'  acquisitions,  dispositions
and financing of real estate properties, as well as its operations, construction
and  development  activities.

                                       85


                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

     The  following  table  sets  forth  information  concerning  the annual and
long-term compensation for services in all capacities to Patient Infosystems and
its subsidiary  for each of the fiscal years ended  December 31, 2002,  2001 and
2000 for those  persons who were at December 31, 2002,  (i) the Chief  Executive
Officer and (ii) certain other  executive  officers of Patient  Infosystems  who
received  compensation  in excess of $100,000 during the year ended December 31,
2002 (the "Named Executive Officers"):



                                            Summary Compensation Table
                                                                                              Long-Term
                                                                                             Compensation

                                                        Annual Compensation                   Securities
Name and Principal Position                                                                   Underlying
                                               Year              Salary ($)   Bonus ($)       Options (#)

                                                                                    
Roger L. Chaufournier, President and Chief   2002             $180,841            -                   -
Executive Officer (1)                        2001             $196,502            -             200,000
                                             2000             $151,546            -             200,000


Christine St. Andre, Chief Operating         2002             $157,512                                -
Officer (2)                                  2001             $171,893            -             150,000
                                             2000              $97,885            -             150,000


Kent A. Tapper, Vice President, Financial    2002             $107,942            -                   -
Planning                                     2001             $116,628            -             100,000
                                             2000             $119,335            -                   -


(1)  Mr.  Chaufournier was appointed President and Chief Executive Officer as of
     March 23, 2000.

(2)  Ms. St. Andre was appointed Chief Operating Officer as of June 5, 2000.

     Neither the Chief Executive Officer nor any of the Named Executive Officers
of Patient Infosystems was awarded stock options during 2002.

     No stock options were  exercised by the Chief  Executive  Officer or any of
the Named Executive  Officers of Patient  Infosystems during 2002. The following
table sets forth certain information  regarding  unexercised options held by the
Chief Executive Officer and the Named Executive Officers of Patient  Infosystems
at December 31,  2002.  The table does not give effect to grants of options that
occurred after December 31, 2002.



                                               Aggregated Option Exercises
                                            and Fiscal Year End Option Values
                             Number of securities underlying       Value of unexercised
                                  unexercised options at           in-the-money options
                                  December 31, 2002 (#)                      at
                                                                 December 31, 2002 ($)(1)
           Name              Exercisable       Unexercisable    Exercisable      Unexercisable
                                                                         
Roger Chaufournier              228,000           172,000          $ 1,850           $ 650
Christine St. Andre             170,000           130,000          $ 1,375           $ 500
Kent Tapper                     108,000           28,000           $ 3,096           $ 350



(1)  Calculated based upon $0.20 market value of the underlying securities as of
     December 31, 2002.


                                       86



401(k) Profit Sharing Plan


     Patient  Infosystems  adopted a 401(k) Profit Sharing Plan. The 401(k) plan
is  available  to all  employees  who have  attained  age 21.  An  employee  may
contribute a portion of their wages on a pre-tax  basis,  subject to limitations
specified under the Internal  Revenue Code.  Under the terms of the 401(k) plan,
Patient  Infosystems may make a discretionary  matching  contribution equal to a
percentage of the employee's contribution to the 401(k) plan and a discretionary
amount  determined  annually by Patient  Infosystems  and divided among eligible
participants  based upon an employee's  annual  compensation  in relation to the
aggregate annual  compensation of all eligible  participants.  Contributions are
allocated  to each  employee's  individual  account and are,  at the  employee's
election,  invested in one,  all or some  combination  of the  investment  funds
available  under the 401(k) plan.  Employee  contributions  are fully vested and
non-forfeitable.  Any matching or discretionary  contributions vest 25% for each
year of  service.  To  date,  Patient  Infosystems  has not  made  any  matching
contributions under the 401(k) plan.

Employment Arrangements


     Pursuant  to the Asset  Purchase  Agreement,  we  agreed  to enter  into an
employment  agreement with Mark Bodnar on the closing date of the Asset Purchase
Agreement.  Under the  terms of his  agreement,  Mr.  Bodnar  will  serve as our
Executive  Vice  President,  Business  Development  until December 31, 2004. Mr.
Bodnar  will  receive an annual  salary of  $150,000.  Upon  termination  of his
current automobile lease, Mr. Bodnar will receive a monthly automobile allowance
in the amount of $1,000.  Also,  the  agreement  provides  that Mr.  Bodnar will
receive  options to purchase  100,000  shares of our common stock at an exercise
price of $1.00 per share.  In addition,  the agreement  provides that Mr. Bodnar
will receive certain commissions.


Certain Transactions

     In December 1999,  Patient  Infosystems  established a credit  facility for
$1,500,000  guaranteed by Dr. Schaffer and Mr.  Pappajohn.  In consideration for
their guarantees,  Patient Infosystems granted to Dr. Schaffer and Mr. Pappajohn
warrants to purchase an aggregate of 375,000  shares of common stock for $1.5625
per share.  In March 2000,  the  facility  was  increased  by  $1,000,000  under
substantially  the same  terms and also  guaranteed  by the same  Board  members
resulting in a total amount due of  $2,500,000 as of December 31, 2001 and 2000.
Additional  warrants to purchase an aggregate of 250,000  shares of common stock
for $2.325 per share,  were granted to Dr. Schaffer and Mr.  Pappajohn for their
guarantee of this additional line of credit.

     On March 28, 2001, Patient Infosystems entered into an Amended and Restated
Credit Agreement with Wells Fargo Bank, N.A., which extended the term of Patient
Infosystems'  credit  facility  to March 31, 2002 under  substantially  the same
terms.   Dr.  Schaffer  and  Mr.   Pappajohn   guaranteed  this  extension.   In
consideration  for  their  guarantees,  Patient  Infosystems  re-priced  625,000
warrants  previously  granted in connection  with prior  guarantees to $0.05 per
share, effective April 1, 2001.


     On June 28, 2002, Patient Infosystems and Wells Fargo agreed on an addendum
to the Amended and Restated Credit Agreement that extends the credit facility by
an additional $500,000, increasing the total amount under the credit facility to
$3,000,000.  Mr.  Pappajohn and Dr. Schaffer also guaranteed the extended credit
facility.

     In 2002,  Patient  Infosystems  borrowed  $1,170,000  from  Mr.  Pappajohn,
bringing the total  borrowed  from Mr.  Pappajohn to  $4,730,000.  Proceeds from
these  loans were used to  support  the  Patient  Infosystems'  operations.  The
interest rate on these loans is 9.5% per year. Patient  Infosystems has borrowed
an additional  $600,000 from Mr.  Pappajohn  subsequent to January 1, 2003.  The
interest on the loans after January 1, 2003 is 7.5% per year.


     Patient Infosystems did not borrow any additional amounts from Dr. Schaffer
in 2002. The total borrowed from Dr.  Schaffer is $347,500.  Proceeds from these
loans were used to support Patient Infosystems' operations. The interest rate on
this loan is 9.5% per year.

     The loans from Mr.  Pappajohn and Dr.  Schaffer are demand notes that total
$6,577,500  as of  November  7, 2003 and are  secured  by the  assets of Patient
Infosystems.

     On June 6, 2001, Patient  Infosystems issued a total of 2,319,156 shares of
unregistered common stock to Mr. Pappajohn and Dr. Schaffer as consideration for
their continued financial support of Patient Infosystems.

                                       87


     On June 11, 2002,  the Board of Directors of Patient  Infosystems  approved
the conversion of up to $4,642,500 in debt and $438,099 of accrued interest owed
to Mr. Pappajohn and Dr. Schaffer into 36,289,993 shares of Patient Infosystems'
common  stock  using a value of $0.14 per common  share.  The  average  value of
Patient  Infosystems'  common  stock based upon an average  closing  price for a
period  immediately  before  June  11,  2002  was  $0.1354.  Currently,  Patient
Infosystems'  Certificate of  Incorporation  authorizes  Patient  Infosystems to
issue up to 20,000,000  shares of common stock,  10,956,424 of which were issued
and  outstanding  and  2,217,340  of which  were  reserved  for  issuance  under
outstanding  options,  warrants and upon  conversion of outstanding  convertible
preferred stock. Giving effect to this debt conversion  transaction will require
an amendment to Patient  Infosystems'  Certificate of Incorporation to authorize
additional shares of common stock. Accordingly, this debt conversion transaction
cannot occur unless and until the  stockholders of Patient  Infosystems  approve
this amendment.

     On April  10,  2003,  Patient  Infosystems  entered  into a Note and  Stock
Purchase  Agreement,  which was  subsequently  amended on  September  11,  2003,
pursuant to which certain  investors,  including Mr. Pappajohn,  a member of the
Board of Directors,  agreed to loan to Patient Infosystems an aggregate of up to
$3,500,000.  In consideration for the loans, Patient Infosystems signed a series
of  promissory  notes and  issued an  aggregate  of  286,182  shares of Series D
Preferred Stock to the investors. The 286,182 shares of Series D Preferred Stock
are convertible into up to 34,341,840 shares of Patient Infosystems common stock
subject to approval by Patient Infosystems' stockholders of the amendment to the
Certificate of Incorporation to increase  authorized capital stock. In addition,
upon closing of the private placement of Patient  Infosystems' capital stock, as
contemplated by the Asset Purchase  Agreement,  the notes issued pursuant to the
Note and Stock Purchase  Agreement  will be convertible  into Series D Preferred
Stock.  The  purpose  of the loan from the  investors  is to  provide  funds for
Patient  Infosystems  to  loan  to ACS  to  provide  working  capital  for  ACS'
operations.  The loan from Patient Infosystems to ACS is provided under a Credit
Agreement, which was executed on April 10, 2003 and subsequently amended on July
30,  2003.  In order to have  sufficient  shares of common  stock  reserved  for
issuance upon conversion of the Series D Preferred  Stock,  including  shares of
common  stock  underlying  shares  of  Series  D  Preferred  Stock  issued  upon
conversion  of the notes,  Patient  Infosystems  must  increase  its  authorized
capital stock.

                                       88


                DESCRIPTION OF PATIENT INFOSYSTEMS CAPITAL STOCK


     We are  authorized to issue  20,000,000  shares of common stock,  par value
$0.01 per share,  and 5,000,000  shares of preferred  stock, par value $0.01 per
share. There were 10,956,424 shares of common stock,  100,000 shares of Series C
Preferred Stock and 198,128 shares of Series D Preferred Stock outstanding as of
November 7, 2003.

Common Stock

     The  holders of common  stock are  currently  entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Holders
of common  stock are  entitled  to  receive  ratably  such  dividends  as may be
declared by the Board of Directors out of funds legally available  therefor.  In
the event of a liquidation,  dissolution,  or winding-up of Patient Infosystems,
holders of common  stock are entitled to share  ratably in all assets  remaining
after payment of liabilities.  Holders of common stock have no preemptive rights
and have no rights to convert their common stock into any other securities.  All
of the outstanding shares of common stock are fully paid and non-assessable.


Series C Preferred Stock

     The  holders of Series C  Preferred  Stock are  entitled to eight votes for
each share held of record on all matters  submitted  to a vote of  stockholders.
Holders  of Series C  Preferred  Stock are  entitled  to receive  cumulative  9%
dividends on an annual  basis and ratably  such  dividends as may be declared by
the Board of Directors of Patient  Infosystems  out of funds  legally  available
therefor. In the event of any voluntary or involuntary liquidation,  dissolution
or winding up of Patient  Infosystems,  then,  prior,  and in  preference to any
distribution of any assets to the holders of common stock, the holders of Series
C Preferred  Stock will be entitled to be paid in full in an amount equal to (i)
a per share price for each share of Series C Preferred  Stock  outstanding  plus
(ii) an amount  equal to a  cumulative,  unpaid  dividend at a 9% rate per annum
plus (iii) an amount  equal to all  declared  but unpaid  dividends on each such
share accrued up to such date of distribution. For purposes of calculating these
preference  payments,  the per share  price  has been  $10.00  for the  Series C
Preferred  Stock.  One share of the Series C Preferred Stock may be converted at
any time, at the holder's option, into eight shares of common stock.  Holders of
Series C Preferred Stock have no preemptive rights.

     The conversion rate will be adjusted if Patient Infosystems pays a dividend
on its common stock or subdivides or combines its  outstanding  common stock. If
at any time, Patient Infosystems  proposes to offer and sell shares of preferred
stock  having a  conversion  rate  that is less  than  $1.25 per share of common
stock,  then the  conversion  rate  for the  Series C  Preferred  Stock  will be
adjusted  such that each share of Series C Preferred  Stock will be  convertible
into such number of shares that equals $10.00 divided by the conversion  rate of
the new shares of preferred  stock offered and sold. As a result,  each share of
Series C Preferred  Stock will be convertible  into 10 shares of common stock or
an aggregate of 1,000,000 (after giving effect to 1 for 12 revere stock split).

Series D Preferred Stock

     The  holders of Series D  Preferred  Stock are  currently  entitled  to one
hundred twenty votes for each share held of record on all matters submitted to a
vote of  stockholders.  Holders  of Series D  Preferred  Stock are  entitled  to
receive cumulative 9% dividends on an annual basis and ratably such dividends as
may be declared by the Board of  Directors of Patient  Infosystems  out of funds
legally  available  therefore.  In the  event of any  voluntary  or  involuntary
liquidation,  dissolution or winding up of Patient Infosystems, then, prior, and
in preference to any  distribution of any assets to the holders of Common Stock,
the holders of Series D  Preferred  Stock will be entitled to be paid in full in
an amount  equal to (i) a per share  price for each share of Series D  Preferred
Stock outstanding plus (ii) an amount equal to a cumulative,  unpaid dividend at
a 9% rate per  annum  plus  (iii) an amount  equal to all  declared  but  unpaid
dividends  on each  such  share  accrued  up to such date of  distribution.  For
purposes of calculating these preference  payments,  the per share price will be
$10.00 for each  share of Series D  Preferred  Stock.  One share of the Series D
Preferred Stock may be converted at any time, at the holder's  option,  into one
hundred twenty shares of Common Stock.  Holders of Series D Preferred Stock have
no preemptive rights. The 286,128 shares of Series D Preferred Stock outstanding
may be convertible into 2,861,280 shares of common stock (after giving effect to
the 1 for 12 reverse stock split).

     The conversion rate will be adjusted if Patient Infosystems pays a dividend
on its common stock or subdivides or combines its outstanding  common stock. The
conversion  rate will also be  adjusted if Patient  Infosystems  issues or sells
common stock or  securities  convertible  into common stock at a price less than
the then effective  conversion  rate, in which case the conversion  rate will be
adjusted to an amount equal to the effective  price per share of the  securities
sold in the transaction giving rise to the adjustment.

                                       89


     Holders of a majority in voting power of the Series D Preferred  Stock have
the right to elect two members of the Board of Directors of Patient Infosystems.

Registration Rights; Stockholders' Agreement

     Patient  Infosystems  is not  presently  obligated to any holder of Patient
Infosystems common stock to register such common stock.  Patient  Infosystems is
not a  party  to any  Stockholders'  Agreement.  The  holders  of the  Series  C
Preferred  Stock have demand  registration  rights and can request  that Patient
Infosystems effect any registration,  qualification,  or compliance with respect
to the securities  held by the holders of Series C Preferred Stock in connection
with an  underwritten  public  offering.  The  holders of the Series D Preferred
Stock have demand  registration  rights and can request that Patient Infosystems
effect  any  registration,  qualification,  or  compliance  with  respect to the
securities held by the holders of Series D Preferred Stock in connection with an
underwritten public offering.

Transfer Agent and Registrar

     The transfer  agent and registrar for Patient  Infosystems  common stock is
Continental  Stock  Transfer and Trust Company,  2 Broadway,  New York, New York
10004.

Reports to Stockholders

     As part of our initial  public  offering,  we  registered  our common stock
under the provisions of Section 12(g) of the Securities Exchange Act of 1934 and
we will  use our  best  efforts  to  maintain  registration.  Such  registration
requires us to comply with periodic  reporting,  proxy  solicitation and certain
other requirements of the Securities Exchange Act of 1934.

Shares Eligible for Future Sale

     Pursuant  to our  initial  public  offering  and  assuming  no  exercise of
outstanding  options, we have 10,956,424 shares of common stock outstanding.  We
also have  46,341,840  shares  issuable upon  conversion of preferred  stock and
1,114,040  shares  reserved for issuance  under out stock option plan.  Only the
4,943,122  shares  offered  pursuant to the initial  public  offering are freely
tradable without  restriction or further  registration under the Securities Act,
except for any shares purchased by an "affiliate,"  which will be subject to the
resale limitations of Rule 144 promulgated under the Securities Act.

     All of the remaining 6,012,902 shares of common stock currently outstanding
are "restricted securities" or owned by "affiliates," as those terms are defined
in Rule 144, and may not be sold publicly  unless they are registered  under the
Securities  Act or are sold  pursuant  to Rule  144 or  another  exemption  from
registration. As of November 7, 2003, there were outstanding options to purchase
1,221,240 shares of Patient  Infosystems common stock which have been registered
on Form  S-8  under  the  Securities  Act to  register  the  shares  of  Patient
Infosystems  common stock subject to  outstanding  stock options and shares that
may be issued  under the Plan,  which  permits the resale of these shares in the
public market without restriction.

Rule 144

     Generally,   under  Rule  144  as  currently  in  effect,  subject  to  the
satisfaction of certain other  conditions,  a person,  including an affiliate of
Patient  Infosystems or persons whose shares are  aggregated  with an affiliate,
who has owned  restricted  shares of common stock  beneficially for at least one
year, is entitled to sell,  within any  three-month  period,  a number of shares
that does not exceed the greater of:

     o    1% of our then outstanding shares of common stock; or

     o    the average weekly trading volume of shares of our common stock during
          the four calendar weeks preceding such sale.

     A person who is not an  affiliate,  has not been an affiliate  within three
months prior to sale, and has  beneficially  owned the restricted  shares for at
least two years,  is  entitled to sell such  shares  under Rule  144(k)  without
regard to any of the limitations described above.

                                       90


Market for Patient Infosystems common stock


     Shares  of   Patient   Infosystems   common   stock   are   listed  on  the
Over-the-Counter Bulletin Board under the symbol "PATI."


Charter and Bylaws Provisions and Delaware Anti-Takeover Statute

     We are  subject to Section  203 of the  Delaware  General  Corporation  Law
regulating corporate takeovers. This section prevents Delaware corporations from
engaging  under  certain  circumstances,  in  a  "business  combination,"  which
includes an  acquisition or sale of more than 10% of the  corporation's  assets,
with any "interested  stockholder," or a stockholder who owns 15% or more of the
corporation's  outstanding voting stock, as well as affiliates and associates of
any such persons,  for three years following the date such stockholder became an
"interested stockholder," unless:

     o    the  transaction  in which  such  stockholder  became  an  "interested
          stockholder"  is approved by the Board of Directors  prior to the date
          the "interested stockholder" attained such status;

     o    upon  consummation of the transaction that resulted in the stockholder
          becoming an interested  stockholder,  the interested stockholder owned
          at least 85% of the voting stock of the corporation outstanding at the
          time  the  transaction  commenced,  excluding  those  shares  owned by
          persons who are directors and also officers; or

     o    on or after the date the business combination is approved by the Board
          of  Directors  and  authorized  at an annual  or  special  meeting  of
          stockholders  by the  affirmative  vote of at least  two-thirds of the
          outstanding   voting  stock  that  is  not  owned  by  the  interested
          stockholder.

     Our Certificate of  Incorporation  and bylaws do not provide for cumulative
voting in the election of directors. The authorization of undesignated preferred
stock makes it possible for the Board of Directors to issue preferred stock with
voting or other  rights or  preferences  that could  impede  the  success of any
attempt to effect a change in our control.  These and other  provisions may have
the effect of delaying,  deferring or preventing hostile takeovers or changes in
the  control or  management  of Patient  Infosystems,  even if doing so would be
beneficial to our stockholders.


                STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING


     Stockholders who wish to present proposals appropriate for consideration at
Patient  Infosystems'  2004  Annual  Meeting  of  Stockholders  must  submit the
proposal in proper form to Patient  Infosystems  at its address set forth on the
first page of this proxy statement not later than May 24, 2004 in order for the
proposal to be considered for inclusion in Patient  Infosystems' proxy statement
and form of proxy relating to such annual meeting.  Any such proposals,  as well
as any questions related thereto,  should be directed to the Assistant Secretary
of Patient Infosystems.



                       Where You Can Find More Information

     Patient  Infosystems  files annual,  quarterly and special  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
These SEC filings are available to the public from commercial document retrieval
services  and at the  Internet  world  wide  web site  maintained  by the SEC at
"http://www.sec.gov."

                                  OTHER MATTERS

     As of  the  date  of  this  proxy  statement,  the  management  of  Patient
Infosystems is not aware of any matters that will be presented for consideration
at the Special Meeting other than the items referred to in this proxy statement.
If any other  matter is  properly  brought  before  the  meeting  for  action by
stockholders,  the holders of the proxies will vote and act with respect thereto
in  accordance  with their best  judgment.  Discretionary  authority to do so is
conferred by the enclosed proxy.

                                       91


                            PATIENT INFOSYSTEMS, INC.
                          INDEX TO FINANCIAL STATEMENTS


Patient Infosystems, Inc.
Annual Financial Statements
Independent Auditors' Report.................................................F-2
Consolidated Balance Sheets at December 31, 2002 and 2001....................F-3
Consolidated Statements of Operations for the years ended
    December 31, 2002 and 2001...............................................F-4
Consolidated Statements of Changes in Stockholders' Equity for the years
    ended December 31, 2002, 2001 and 2000...................................F-5
Consolidated Statements of Cash Flows for the years ended
    December 31, 2002 and 2001...............................................F-6
Notes to Consolidated Financial Statements...................................F-7
Schedule II.................................................................F-16

American CareSource Corporation
Annual Financial Statements
Independent Auditors' Report................................................F-17
Consolidated Balance Sheets at December 31, 2002 and 2001...................F-19
Consolidated Statements of Operations for the years ended
    December 31, 2002 and 2001..............................................F-20
Consolidated Statements of Changes in Stockholders' Equity for the years
    ended December 31, 2002 and 2001........................................F-21
Consolidated Statements of Cash Flows for the years ended
    December 31, 2002 and 2001..............................................F-22
Notes to Consolidated Financial Statements..................................F-23

Patient Infosystems, Inc.
Interim Financial Statements
Consolidated Balance Sheet at June 30, 2003 (unaudited).....................F-37
Consolidated Statements of Operations for the three and six months ended
    June 30, 2003 and 2002 (unaudited)......................................F-38
Consolidated Statements of Cash Flows for the six months ended
    June 30, 2003 and 2002 (unaudited)......................................F-39
Notes to Unaudited Consolidated Financial Statements........................F-40

American CareSource Corporation
Interim Financial Statements
Consolidated Balance Sheet at June 30, 2003 (unaudited).....................F-45
Consolidated Statements of Operations for the three and six months ended
    June 30, 2003 and 2002 (unaudited)......................................F-47
Consolidated Statements of Cash Flows for the six months ended
    June 30, 2003 and 2002 (unaudited)......................................F-49
Notes to Unaudited Consolidated Financial Statements........................F-50

                                       F-1


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
  of Patient InfoSystems, Inc.
  Rochester, New York


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Patient
Infosystems,  Inc.  and  subsidiary  as of December  31, 2002 and 2001,  and the
related consolidated  statements of operations,  stockholders' equity (deficit),
and cash flows for each of the three  years in the  period  ended  December  31,
2002.  Our audits also included the financial  statement  schedule on page F-16.
These   financial   statements   and  financial   statement   schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements and financial statement schedule based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position of Patient  Infosystems,  Inc. and
subsidiary  at December 31, 2002 and 2001,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 2002, in conformity with  accounting  principles  generally  accepted in the
United  States of  America.  Also,  in our  opinion,  such  financial  statement
schedule,  when  considered  in  relation  to the basic  consolidated  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated   financial   statements,   the  Company's  recurring  losses  from
operations, negative working capital and stockholders' deficit raise substantial
doubt  about its  ability to continue  as a going  concern.  Management's  plans
concerning this matter are also described in Note 1. The consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/Deloitte & Touche LLP


Deloitte & Touche LLP
Rochester, New York
January 17, 2003
(March 28, 2003 as to Note 3)

                                       F-2



PATIENT INFOSYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------------------------------------------

ASSETS                                                                                  2002               2001

CURRENT ASSETS:
                                                                                                
  Cash and cash equivalents                                                             $ 5,011           $ 29,449
  Accounts receivable (net of doubtful accounts allowance of $55,000and $37,217)        441,216            273,791
  Prepaid expenses and other current assets                                             105,827             88,449
  Notes receivable                                                                      200,000               -
                                                                                  ---------------------------------
        Total current assets                                                            752,054            391,689

PROPERTY AND EQUIPMENT, net                                                             285,747            498,472

Other assets                                                                               -                 8,934
Intangible assets (net of accumulated amortization of $443,258 and $299,685)            179,465            323,038
                                                                                  ---------------------------------
TOTAL ASSETS                                                                        $ 1,217,266        $ 1,222,133
                                                                                  ---------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                                                    $ 379,004          $ 111,018
  Accrued salaries and wages                                                            208,752            176,618
  Accrued expenses                                                                      351,621            477,205
  Accrued Interest                                                                      713,554            282,530
  Borrowings from directors                                                           5,077,500          3,907,500
  Deferred revenue                                                                      157,074            123,140
                                                                                  ---------------------------------
        Total current liabilities                                                     6,887,505          5,078,011

LINE OF CREDIT                                                                        3,000,000          2,500,000

COMMITMENTS  (Note 7)

STOCKHOLDERS' DEFICIT:
  Preferred stock - $.01 par value:  shares authorized: 5,000,000
    Series C, 9% cumulative, convertible
      issued and outstanding: 100,000                                                     1,000              1,000
  Common stock - $.01 par value:  shares authorized:
    20,000,000; issued and outstanding:  10,956,024                                     109,560            109,560
  Additional paid-in capital                                                         24,132,153         24,222,153
  Accumulated deficit                                                              (32,912,952)       (30,688,591)
                                                                                  ---------------------------------
        Total stockholders' deficit                                                 (8,670,239)        (6,355,878)
                                                                                  ---------------------------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                         $ 1,217,266        $ 1,222,133
                                                                                  ---------------------------------

See notes to consolidated financial statements.

                                      F-3



PATIENT INFOSYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------------------------------------------------------------------

                                                          2002                2001                2000

                                                                                   
REVENUES                                              $ 2,355,677         $ 1,586,443         $ 2,139,262
                                                   -------------------------------------------------------
COSTS AND EXPENSES:
  Cost of revenue                                       1,914,464           2,420,151           3,906,010
  Sales and marketing                                     746,353             813,975           1,425,990
  General and administrative                            1,282,683           2,028,804           2,329,585
  Research and development                                105,614             190,731             305,543
                                                   -------------------------------------------------------
        Total costs and expenses                        4,049,114           5,453,661           7,967,128
                                                   -------------------------------------------------------

OPERATING LOSS                                        (1,693,437)         (3,867,218)         (5,827,866)

Other expense, net                                      (530,924)           (598,087)           (211,340)
                                                   -------------------------------------------------------


NET LOSS                                              (2,224,361)         (4,465,305)         (6,039,206)

CONVERTIBLE PREFERRED STOCK DIVIDENDS                    (90,000)            (90,000)           (617,500)
                                                   -------------------------------------------------------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS        $ (2,314,361)       $ (4,555,305)       $ (6,656,706)
                                                   =======================================================

NET LOSS PER SHARE - BASIC
   AND DILUTED                                           $ (0.21)            $ (0.47)            $ (0.82)
                                                   =======================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            10,956,024           9,770,501           8,135,635
                                                   -------------------------------------------------------

See notes to consolidated financial statements.

                                      F-4



PATIENT INFOSYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
---------------------------------------------------------------------------------------------------------------------------
                                                                                     Additional                    Total
                                             Common Stock         Preferred Stock      Paid-in    Accumulated  Stockholders'
                                           Shares    Amount     Shares      Amount     Capital      Deficit    Equity(Deficit)

                                                                                          
Balance at January 1, 2000               8,040,202   $ 80,402       -          $-    $21,970,341 $(19,634,080)  $2,416,663

Compensation expense related to
  issuance of  stock warrants and
  options                                     -          -          -           -          1,042         -           1,042
Debt issuance costs in the form
  of stock warrants                                                                      475,000                   475,000
Issuance of Series C Preferred Stock          -          -       100,000       1,000     999,000                 1,000,000
Beneficial conversion feature of
  Series C Convertible Preferred Stock        -          -          -           -        550,000     (550,000)        -

Exercise of stock options                  180,000      1,800       -           -         23,220         -          25,020

Dividends on
  Series C Convertible Preferred Stock        -          -          -           -        (67,500)        -         (67,500)

Net loss for the year ended
      December 31, 2000                       -          -          -           -           -      (6,039,206)  (6,039,206)
                                         ----------------------------------------------------------------------------------
Balance at December 31, 2000             8,220,202     82,202    100,000       1,000  23,951,103  (26,223,286)  (2,188,981)

Compensation expense related to
  issuance of  stock                     2,319,156     23,191       -           -        329,482         -         352,673
Debt issuance costs in the form
  stock warrants                               -          -          -           -         35,735                    35,735
Immaculate exercise of stock warrants      416,666      4,16        -           -         (4,167)                     -

Dividends on
  Series C Convertible Preferred Stock        -          -          -           -        (90,000)        -         (90,000)

Net loss for the year ended
      December 31, 2001                       -          -          -           -           -      (4,465,305)  (4,465,305)
                                        -----------------------------------------------------------------------------------
Balance at December 31, 2001            10,956,024    109,560    100,000       1,000  24,222,153  (30,688,591)  (6,355,878)

Dividends on
  Series C Convertible Preferred Stock        -          -          -           -        (90,000)        -         (90,000)

Net loss for the year ended
      December 31, 2002                       -          -          -           -           -      (2,224,361)  (2,224,361)
                                        -----------------------------------------------------------------------------------
Balance at December 31, 2002            10,956,024  $ 109,560    100,000     $ 1,000 $24,132,153 $(32,912,952) $(8,670,239)
                                        -----------------------------------------------------------------------------------

See notes to consolidated financial statements.

                                      F-5



PATIENT INFOSYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
----------------------------------------------------------------------------------------------------------------------------
                                                                               2002             2001             2000
OPERATING :
                                                                                                     
  Net loss                                                                  $ (2,224,361)    $ (4,465,305)    $ (6,039,206)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                               374,099          695,369        1,222,153
      (Gain) loss on sale of property                                                (400)           4,772           21,337
      Loss on investments                                                            -             200,000             -
      Compensation expense related to issuance of stock warrants and                 -             352,673            1,042
           options
      (Increase) decrease in accounts receivable                                 (167,425)         137,645          238,843
      (Increase) decrease in prepaid expenses and other current assets            (17,378)          77,718           35,897
      Increase (decrease) in accounts payable                                     267,986         (122,527)        (262,988)
      Increase (decrease) in accrued salaries and wages                            32,134              460          (14,074)
      (Decrease) increase in accrued expenses                                    (215,584)         198,745           98,426
      Increase in accrued interest                                                431,024          232,429           49,868
      Increase (decrease) in deferred revenue                                      33,934          (38,821)         (56,239)
                                                                          --------------------------------------------------
            Net cash used in operating activities                              (1,485,971)      (2,726,842)      (4,704,941)
                                                                          --------------------------------------------------
INVESTING:
  Property and equipment additions                                                 (8,867)          (9,240)         (16,404)
  Proceeds from sale of property and equipment                                        400              800           20,024
  Increase in notes receivable                                                   (200,000)            -                -
  Decrease in other assets                                                           -                -              44,011
                                                                          --------------------------------------------------
          Net cash (used in) provided by investing activities                    (208,467)          (8,440)          47,631
                                                                          --------------------------------------------------
FINANCING:
  Proceeds from issuance of common and preferred stock, net                          -                -           1,025,020
  Borrowings from directors                                                     1,170,000        2,736,500        1,171,000
  Proceeds from line of credit                                                    500,000             -           2,000,000
                                                                          --------------------------------------------------
            Net cash provided by financing activities                           1,670,000        2,736,500        4,196,020
                                                                          --------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH  EQUIVALENTS                             (24,438)           1,218         (461,290)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                     29,449           28,231          489,521
                                                                          --------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                          $ 5,011         $ 29,449         $ 28,231
                                                                          --------------------------------------------------

Supplemental disclosures of non-cash information:
  Fair value of stock purchase warrants issued in conjunction with
    guarantees by certain board members of borrowings on the line
    of credit                                                                        -            $ 35,735        $ 475,000
                                                                          ==================================================
Dividends declared on Series C Convertible Preferred Stock                       $ 90,000         $ 90,000         $ 67,500
                                                                          ==================================================
Value of beneficial conversion feature on Class C Convertible
   Preferred Stock recognized as a dividend                                          -                -           $ 550,000
                                                                          ==================================================

See notes to consolidated financial statements.

                                      F-6

PATIENT INFOSYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization  - Patient  Infosystems,  Inc.  (the  "Company")  designs  and
     develops health care  information  systems and services to manage,  collect
     and analyze patient-related  information to improve patient compliance with
     prescribed  treatment  protocols.  Through its various  patient  compliance
     programs  for disease  state  management,  the Company  provides  important
     benefits for the patient, the health care provider and the payor.

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned subsidiary,  Patient Infosystems  Canada,  Inc., which
     ceased operations in January 2001.  Significant  intercompany  transactions
     and balances have been eliminated in consolidation.

     Going Concern - The  accompanying  consolidated  financial  statements have
     been prepared on a going concern basis,  which contemplates the realization
     of assets and the  satisfaction  of  liabilities  in the  normal  course of
     business. As shown in the accompanying  consolidated  financial statements,
     the Company  incurred a net loss for 2002 of  $2,224,361  and had  negative
     working capital of $6,135,451 and a stockholders'  deficit of $8,670,239 at
     December 31, 2002.  These  factors,  among  others,  may indicate  that the
     Company  will be unable to  continue as a going  concern  for a  reasonable
     period of time.

     The  consolidated  financial  statements  do not  include  any  adjustments
     relating to the  recoverability of assets and classification of liabilities
     that might be necessary should the Company be unable to continue as a going
     concern.  The Company's  continuation  as a going concern is dependant upon
     its ability to generate  sufficient cash flow to meet its  obligations,  to
     obtain  additional   financing  and,   ultimately,   to  attain  successful
     operations.

     Management  is  currently  assessing an  acquisition  of a business and the
     Company's operating structure for the purpose of reducing ongoing expenses,
     increasing  sources of revenue and is  negotiating  the terms of additional
     debt or equity  financing.  In addition,  recent successes in outcomes from
     disease  management  programs are being leveraged in an attempt to increase
     revenues from sales.

     Use  of  Estimates  in  the  Preparation  of  Financial  Statements  -  The
     preparation  of  financial   statements  in  conformity   with   accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     amounts could differ from those estimates.

     Fair Value of Financial  Instruments - The Company's financial  instruments
     consist  primarily  of cash  and  cash  equivalents,  accounts  receivable,
     accounts payable, accrued expenses,  borrowings from directors and the line
     of credit.  The fair value of  instruments  is  determined  by reference to
     various market data and other valuation techniques, as appropriate.  Unless
     otherwise  disclosed,  the fair value of short-term  financial  instruments
     approximates  their  recorded  values due to the  short-term  nature of the
     instruments.

     Revenue  Recognition and Deferred Revenue - The Company's  principal source
     of  revenue to date has been from  contracts  with  various  pharmaceutical
     companies and managed care  organizations for the development and operation
     of disease  management  programs for chronic diseases,  disease  management
     programs and other health care information  system  applications.  Deferred
     revenue  represents  amounts  billed in advance  of  delivery  under  these
     contracts.


     Development  Contracts  - The  Company's  program  enhancements  consist of
     specific  changes  or  modifications  to  existing  products  requested  by
     customers and are  short-term in nature.  Therefore,  revenue is recognized
     upon delivery of the enhancement.


                                      F-7


     Program  Operations - The Company's program operation  contracts call for a
     per-enrolled patient fee to be paid by the customer for a series of program
     services as defined in the contract. The timing of customer payments varies
     by contract,  but typically  occurs in advance of the  associated  services
     being provided.  Revenues from program operations are recognized ratably as
     the program services are delivered.

     Licenses - Revenue  derived from software  license fees is recognized  when
     the criteria  established by Statement of Position 97-2,  Software  Revenue
     Recognition,   is   satisfied.   License  fees   associated   with  hosting
     arrangements  (e.g.  arrangements that include the right of the customer to
     use the software stored on the Company's hardware),  are recognized ratably
     over the hosting period when such fees are fixed and determinable.  Hosting
     fees with payment terms  extending past one year are recognized as payments
     become due.

     Cash and Cash  Equivalents - Cash and cash  equivalents  include all highly
     liquid debt instruments with original maturities of three months or less.

     Concentrations  of Credit Risk - Financial  instruments,  which potentially
     subject the Company to concentration of credit risk, consist principally of
     cash and cash equivalents and accounts  receivable.  The Company places its
     cash and cash equivalents with high credit quality institutions.

     The Company operates in only one business segment and its current contracts
     are concentrated in a small number of customers,  consequently, the loss of
     any one of its  customers  could  have a  material  adverse  effect  on the
     Company and its operations.  During the years ended December 31, 2002, 2001
     and 2000,  approximately  $1,552,943 (66%),  $955,931 (60%), and $1,030,139
     (48%) respectively, of the Company's revenues arose from contracts with two
     customers.  One of these customers,  which accounts for 50%, 34% and 17% of
     the  Company's  revenues for the years ended  December  31, 2002,  2001 and
     2000,  respectively,  terminated  its  service  agreement  with the Company
     effective  January  1,  2003.  At  December  31,  2002 and  2001,  accounts
     receivable included balances of $305,788 and $210,829,  respectively,  from
     contracts with these customers.

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     Depreciation is computed using the straight-line  method over the estimated
     useful lives of the assets, which range from 3 to 10 years.

     Asset  Impairment  - The Company  regularly  assesses all of its long lived
     assets for  impairment  and recognizes a loss when the carrying value of an
     asset  exceeds its fair value.  The Company  determined  that no impairment
     loss of long lived assets need be recognized for applicable assets in 2002,
     2001 and 2000.

     Intangible Assets - Intangible assets represent a purchased  software asset
     being used in the  delivery of the  Company's  web based  services  that is
     being amortized over 4 years using the straight-line method.

     Research and Development - Research and  development  costs are expensed as
     incurred.

     Income Taxes - Deferred  income tax assets and  liabilities  are recognized
     for the future tax  consequences  attributable  to differences  between the
     financial statement carrying amounts of existing assets and liabilities and
     their   respective  tax  bases  and  net  operating  loss  and  tax  credit
     carryforwards.

     Net Loss Per Share - The  calculations  for the basic and diluted  loss per
     share were based on loss available to common  stockholders of $(2,314,361),
     $(4,555,305)  and  $(6,656,706)  and a  weighted  average  number of common
     shares  outstanding  of  10,956,024,  9,770,501 and 8,135,635 for the years
     ended December 31, 2002,  2001 and 2000  respectively.  The  computation of
     fully   diluted   loss  per  share   for  2002,   2001  and  2000  did  not
     include1,915,140,   2,037,540  and   2,126,880   shares  of  common  stock,
     respectively,  which consist of outstanding  convertible  preferred shares,
     options and warrants  because the effect would be  antidilutive  due to the
     net loss in those years.

     Retirement  Plan - The Company has a retirement  plan that qualifies  under
     Section 401(k) of the Internal  Revenue Code.  This  retirement plan allows
     eligible  employees  to  contribute  a portion of their  income on a pretax
     basis to the plan, subject to the limitations  specified under the Internal
     Revenue  Code.  The  Company's  annual  contribution  to the plan is at the
     discretion of the Board of Directors.  The Company made no contributions to
     this plan in 2002, 2001 and 2000.

     New Accounting  Pronouncements - New accounting  pronouncements that became
     effective  for the Company in 2002 did not have any material  impact on the
     Company's  consolidated  financial  statements,   other  than  certain  new
     disclosure requirements regarding options.

                                      F-8


     Stock-Based  Compensation  - In 2002,  the  Company  adopted  Statement  of
     Financial   Accounting   Standards   ("SFAS")  No.  148,   "Accounting  for
     Stock-Based  Compensation  -  Transition  and  Disclosure."  This  standard
     provides alternative methods of transition for voluntary change to the fair
     value based method of accounting  for  stock-based  employee  compensation.
     Additionally,  the standard  also  requires  prominent  disclosures  in the
     Company's  financial  statements  about the method of  accounting  used for
     stock-based employee  compensation,  and the effect of the method used when
     reporting financial statements.

     The Company  accounts for stock-based  compensation in accordance with SFAS
     No. 123,  "Accounting for Stock-Based  Compensation".  As permitted by SFAS
     No. 123, the Company continues to measure compensation for such plans using
     the intrinsic  value based method of  accounting,  prescribed by Accounting
     Principles Board ("APB"),  Opinion No. 25,  "Accounting for Stock Issued to
     Employees."   Had   compensation   cost  for  the   Company's   stock-based
     compensation  plans been determined  based on the fair value at the date of
     grant for  awards  consistent  with the  provisions  of SFAS No.  123,  the
     Company's net loss and net loss per share would have been  increased to the
     pro forma amounts indicated below:




                                                   2002                 2001                 2000
                                                                               
     Net loss attributable to common
     shareholders - as reported               $ (2,314,361)        $ (4,555,305)        $ (6,656,706)

     Net loss - pro forma                     $ (2,818,135)        $ (4,992,091)        $ (6,929,601)

     Net loss per share - basic
       and diluted - as reported                   $ (0.21)             $ (0.47)             $ (0.82)

     Net loss per share - basic
       and diluted - pro forma                     $ (0.26)             $ (0.51)             $ (0.85)


     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option-pricing model using an assumed risk-free interest
     rates of 3.63% for the year ended  December  31,  2002,  4.71% for the year
     ended  December 31, 2001 and 5.28% for the year ended December 31, 2000 and
     an expected  life of 7 years.  The  assumed  dividend  yield was zero.  The
     Company has used a  volatility  factor of 1.78 for the year ended  December
     31, 2002,  1.24 for the year ended  December 31, 2001 and 1.33 for the year
     ended  December  31,  2000.  For  purposes  of pro  forma  disclosure,  the
     estimated  fair value of each  option is  amortized  to  expense  over that
     option's vesting period.


2. PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows at December 31:



                                            2002                   2001
                                    ---------------------  ---------------------

                                                                
     Computer software                         $ 665,286              $ 663,887
     Computer equipment                        1,168,446              1,160,978
     Telephone equipment                         362,887                362,887
     Leasehold improvements                       41,504                 41,504
     Office furniture and equipment              354,329                354,329
                                    --------------------------------------------
                                               2,592,452              2,583,585

     Less accumulated depreciation             2,306,705              2,085,113
                                    --------------------------------------------

     Property and equipment, net               $ 285,747              $ 498,472
                                    --------------------------------------------


                                      F-9


3.       Debt

     Line of  Credit  - In  December  1999,  the  Company  established  a credit
     facility for $1,500,000  guaranteed by Derace  Schaffer and John Pappajohn,
     two directors of the Company.  In consideration for their  guarantees,  the
     Company granted to Dr. Schaffer and Mr.  Pappajohn  warrants to purchase an
     aggregate of 375,000 shares of common stock for $1.5625 per share. In March
     2000, the facility was increased by $1,000,000 under substantially the same
     terms and also  guaranteed by the same Board  members  resulting in a total
     amount due of  $2,500,000  as of  December  31,  2001 and 2000.  Additional
     warrants to purchase an  aggregate  of 250,000  shares of common  stock for
     $2.325 per share,  were granted to Dr. Schaffer and Mr. Pappajohn for their
     guarantee of this additional line of credit. The fair value of the warrants
     were recorded as debt issuance costs, which have been fully amortized as of
     March 31, 2001. The value ascribed to the warrants granted in 1999 and 2000
     were  calculated  based on the  application  of the  Black  Scholes  option
     pricing model which incorporates current stock price,  expected stock price
     volatility, expected interest rates, and the expected holding period of the
     warrant.

     On March 28, 2001, the Company  entered into an Amended and Restated Credit
     Agreement  with Wells  Fargo Bank,  N.A.,  which  extended  the term of the
     Company's  credit facility to March 31, 2002 under  substantially  the same
     terms.  Dr.  Schaffer  and Mr.  Pappajohn  guaranteed  this  extension.  In
     consideration for their guarantees,  the Company re-priced 625,000 warrants
     previously  granted in connection with prior guarantees to $0.05 per share,
     effective  April 1, 2001.  The fair value of these  re-priced  warrants was
     $35,735,  which was recorded as a debt  issuance  cost and a  corresponding
     increase to  additional  paid-in  capital.  The fair value of the re-priced
     warrants was determined using the Black Scholes option pricing model.

     On June 28, 2002,  the Company and Wells Fargo agreed on an addendum to the
     Amended and Restated  Credit  Agreement that extends the credit facility by
     an additional  $500,000,  increasing  the total credit to  $3,000,000.  Mr.
     Pappajohn and Dr. Schaffer also guaranteed the extended credit facility.

     On March, 28 2003 this line of credit was amended and is due and payable on
     January 2, 2004.  Accordingly,  the amount outstanding at December 31, 2002
     is reported  as a  long-term  liability  in the  accompanying  consolidated
     balance sheets.  Interest is due and payable at maturity at a floating rate
     based upon LIBOR plus 1.75%  (effective LIBOR rate at December 23, 2002 was
     1.4%).  There is a commitment  fee of 0.25% per annum on the average  daily
     unused  amount of the line of credit to be paid  quarterly in arrears.  The
     line of credit is secured by substantially all of the Company's assets.

     Borrowings from directors - In 2002, the Company  borrowed  $1,170,000 from
     Mr.   Pappajohn,   bringing  the  total  borrowed  from  Mr.  Pappajohn  to
     $4,730,000.  Proceeds  from these loans were used to support the  Company's
     operations.  The interest rate on these loans is 9.5% per year. The Company
     has  borrowed an  additional  $600,000  from Mr.  Pappajohn  subsequent  to
     January 1, 2003. The interest on the loans after January 1, 2003 is 7.5%

     The  Company did not borrow any  additional  amounts  from Dr.  Schaffer in
     2002. The total borrowed from Dr. Schaffer is $347,500. Proceeds from these
     loans were used to support the Company's  operations.  The interest rate on
     this loan is 9.5% per year.

     The loans from Mr.  Pappajohn and Dr.  Schaffer are demand notes that total
     $5,077,500  as of  December  31,  2002 and are secured by the assets of the
     Company.

     On June 6,  2001,  the  Company  issued  a total  of  2,319,156  shares  of
     unregistered   common  stock  to  Mr.   Pappajohn   and  Dr.   Schaffer  as
     consideration for their continued  financial support of the Company.  Based
     upon recent trading of the Company's  common stock at the time of issuance,
     the Company  assigned a fair market  value of $0.15 per share or a total of
     $347,873,  to these  unregistered  shares and recognized  this amount as an
     operating expense during the year ended December 31, 2001.

                                      F-10


     On June 11,  2002,  the board of  directors  of the  Company  approved  the
     conversion  of up to  $4,642,500  in debt and $438,099 of accrued  interest
     owed to Mr.  Pappajohn  and Dr.  Schaffer  into  36,289,993  shares  of the
     Company's common stock using a value of $0.14 per common share. The average
     value of the Company's common stock based upon an average closing price for
     a period immediately  before June 11, 2002 was $0.1354.  As of December 31,
     2002, the Company's Certificate of Incorporation  authorizes the Company to
     issue up to  20,000,000  shares of common  stock,  10,956,024 of which were
     issued and  outstanding  and  2,217,340 of which were reserved for issuance
     under  outstanding  options,  warrants and upon  conversion of  outstanding
     convertible   preferred  stock.  Giving  effect  to  this  debt  conversion
     transaction  will  require an  amendment to the  Company's  Certificate  of
     Incorporation to authorize additional shares of common stock.  Accordingly,
     this  debt  conversion  transaction  cannot  occur  unless  and  until  the
     stockholders of the Company approve this amendment. A date for a meeting of
     the stockholders of the Company has not yet been established.

4. INCOME TAXES

     Income tax expense for the years ended  December  31,  2002,  2001 and 2000
     were: $0, $0 and $13,422,  respectively.  The 2000 amount  represents state
     and local income taxes only and are included in general and  administrative
     expenses in the accompanying consolidated statement of operations for 2000.

     Income tax expense for the years ended  December 31 differed  from the U.S.
     federal income tax rate of 34% as a result of the following:




                                                           2002             2001             2000

                                                                              
     Computed "expected" tax benefit                   $ (756,283)    $ (1,518,203)    $ (2,050,624)

     Change in the valuation allowance
         for deferred tax assets                          885,000        1,795,000        2,435,000

     State and local income taxes at statutory rates,
         net of federal income tax benefit               (133,462)        (267,918)        (372,069)

     Other, net                                             4,745           (8,879)           1,115
                                                     ------------------------------------------------

                                                             -         $     -            $  13,422
                                                     ------------------------------------------------


                                      F-11


     The tax  effects of  temporary  differences  that give rise to  significant
     portions  of the  deferred  income  tax  assets  and  deferred  income  tax
     liabilities at December 31, are presented below.



   Deferred income tax assets:                                2002             2001
                                                                     
     Accounts receivable, principally due
       to allowance for doubtful accounts                    $ 22,000         $ 15,000
     Deferred revenue                                          63,000           49,000
     Compensation                                              40,000           31,000
     Net operating loss carryforwards                      12,698,000       11,975,000
     Tax credit carryforwards                                  75,000           75,000
     Amortization of intangibles                              112,000           37,000
     Other                                                     36,000             -
                                                     ----------------------------------
          Total gross deferred income tax assets           13,046,000       12,182,000

          Less valuation allowance                        (12,974,000)     (12,089,000)
                                                     ----------------------------------

          Net deferred income tax assets                       72,000           93,000
                                                     ----------------------------------

     Deferred income tax liabilities:

     Property and equipment, principally due to
       differences in depreciation and amortization           (42,000)         (68,000)
     Other                                                    (30,000)         (25,000)
                                                     ----------------------------------
          Total gross deferred income tax liability           (72,000)         (93,000)
                                                     ----------------------------------

          Net deferred income tax asset                     $    -           $    -
                                                     ----------------------------------


     Management of the Company has evaluated the available evidence about future
     taxable  income and other  possible  sources of realization of deferred tax
     assets. The valuation  allowance reduces deferred tax assets to zero, which
     represents  management's  best  estimate of the amount of such deferred tax
     assets that more likely than not will be realized.

     At December 31, 2002 the Company has net operating  loss  carryforwards  of
     approximately  $31,790,000,  which are available to offset  future  taxable
     income,  if any,  which  begin to  expire  in 2010.  The  Company  also has
     investment  tax credit  carryforwards  for federal  income tax  purposes of
     approximately  $75,000, which are available to reduce future federal income
     taxes, if any, which begin to expire in 2010.

5. PREFERRED STOCK

     On March 31,  2000,  the Company  completed a private  placement of 100,000
     shares of newly issued Series C 9% Cumulative  Convertible  Preferred Stock
     ("Series C Preferred Stock"),  raising $1,000,000 in total proceeds.  These
     shares can be  converted  at any time by the holder into common  stock at a
     rate of 8 shares of common  stock to 1 share of Series C  Preferred  Stock.
     Each share of Series C Preferred  Stock has voting  rights  equivalent to 8
     shares of common stock.

     The fair market value of the Company's common stock at the time of issuance
     of Series C Preferred  Stock was $1.9375 per share.  The Series C Preferred
     Stock is  convertible  as a price equal to $1.25 per share of common  stock
     resulting in a discount,  or beneficial  conversion feature, of $0.6875 per
     share.  The  incremental  fair value of $550,000 for the 100,000  shares of
     Series C  Preferred  Stock  issued  is  deemed  to be the  equivalent  of a
     preferred stock dividend.  The Company  recorded the deemed dividend at the
     date of issuance by offsetting  charges and credits to  additional  paid-in
     capital of $550,000,  without any effect on total stockholders'  equity. In
     addition,  as of December  31,  2002,  the Company has accrued  $247,500 in
     dividends since inception, which was payable to the Series C stockholders.

                                      F-12


6. STOCK OPTIONS AND WARRANTS

     The Company has an Employee Stock Option Plan (the "Stock Option Plan") for
     the benefit of certain employees, non-employee directors, and key advisors.
     The Stock  Option Plan  authorizes  1,680,000  shares of common stock to be
     issued.  On May 2, 2000, the Company filed a Form S-8  registering  all the
     Stock Option Plan shares. Stock options granted under the Stock Option Plan
     may be of two types: (1) incentive stock options and (2) nonqualified stock
     options. The option price of such grants shall be determined by a Committee
     of the Board of Directors (the "Committee"), but shall not be less than the
     estimated  fair market  value of the common stock at the date the option is
     granted.  The  Committee  shall fix the terms of the grants  with no option
     term lasting  longer than ten years.  The ability to exercise  such options
     shall  be  determined  by the  Committee  when  the  options  are  granted.
     Generally,  outstanding  options  vest at the rate of 20% per year.  During
     2001,  some grants had a portion of the options vest  immediately  with the
     balance of the options vesting at a rate of 20% per year.

     A summary of stock option activity follows:




                                                                    Outstanding        Weighted-Average
                                                                      Options           Exercise Price

                                                                                      
     Options outstanding at December 31, 1999                           1,303,760           $ 1.39

     Options granted during the year ended December 31, 2000
       (weighted average fair value of $1.44)                             387,000           $ 1.44

     Options forfeited by holders during the year
       ended December 31, 2000                                           (808,880)          $ 1.78

     Options exercised during the year ended December 31, 2000           (180,000)          $ 0.14
                                                                 -----------------

     Options outstanding at December 31, 2000                             701,880           $ 1.28

     Options granted during the year ended December 31, 2001
       (weighted average fair value of $0.19)                             536,500           $ 0.19

     Options forfeited by holders during the year
       ended December 31, 2001                                            (40,840)          $ 1.83
                                                                 -----------------

     Options outstanding at December 31, 2001                           1,197,540           $ 0.77

     Options forfeited by holders during the year
       ended December 31, 2002                                            (82,400)          $ 0.86
                                                                 -----------------

     Options outstanding at December 31, 2002                           1,115,140           $ 0.76
                                                                 =================

     Options exercisable at December 31, 2002                             717,620           $ 0.64
                                                                 =================

     Options available for grant at December 31, 2002                     302,180
                                                                 =================


                                      F-13


     The following  table  summarizes  information  concerning  outstanding  and
     exercisable options at December 31, 2002:




                                            Options Outstanding                  Options Exercisable
                              --------------------------------------------   --------------------------
                                                  Weighted
                                                   Average       Weighted                     Weighted
                                                  Remaining       Average                     Average
             Range of               Number       Contractual     Exercise       Number        Exercise
          Exercise Price         Outstanding         Life          Price     Exercisable       Price

                                                                               
           $.14 - $.99              790,100           6.90        $ .29        550,500        $ 0.28

          $1.00 - $1.99             107,040           5.43        $1.52         76,320        $ 1.45

          $2.00 - $2.75             218,000           6.52        $2.10         90,800        $ 2.12
                              --------------                              -------------

                                  1,115,140                                    717,620
                              ==============                              =============


7. COMMITMENTS

     The Company  leases  office  space for its  operating  facilities  under an
     operating lease agreement that expires at June 30, 2003. Rent expense under
     this operating  lease for the years ended December 31, 2002,  2001 and 2000
     was $95,508, $136,045 and $189,648 respectively.

     At December 31, 2002, future minimum lease payments under this lease totals
     $44,225



8. NOTES RECEIVABLE

     In December 2002, the Company loaned an entity $200,000,  which it received
     from Mr. Pappajohn,  secured by substantially all the assets of the entity.
     The note is due on demand with annual  interest  of 4.25%.  During  January
     2003,  the Company  made  additional  loans of $300,000 to the entity under
     substantially  the same terms.  The Company and the entity have had ongoing
     business  combination  discussions  since  September 2002 based on an asset
     purchase agreement that was entered into at that time.

                                      F-14


9. QUARTERLY RESULTS (UNAUDITED)

     The following is a summary of the unaudited  interim  results of operations
     by quarter:



                                                              First          Second          Third          Fourth
     --------------------------------------------------------------------------------------------------------------
     Year ended December 31, 2002:
                                                                                              
     Revenues                                              $ 499,328       $ 542,716      $ 586,100       $ 727,533
     Gross margin                                             11,475          80,990        118,938         229,810
     Net loss                                              (661,521)       (556,519)      (474,147)       (532,174)
     Net loss attributable to common stockholders          (684,021)       (579,019)      (496,647)       (554,674)
     Net loss per common share                                (0.06)          (0.05)         (0.05)          (0.05)

     Year ended December 31, 2001:
     Revenues                                              $ 400,027       $ 357,967      $ 353,612       $ 474,837
     Gross margin                                          (307,265)       (255,450)      (223,288)        (47,705)
     Net loss                                            (1,215,893)     (1,337,559)    (1,221,361)       (690,492)
     Net loss attributable to common stockholders        (1,238,393)     (1,360,059)    (1,243,861)       (712,992)
     Net loss per common share                                (0.15)          (0.15)         (0.11)          (0.06)


                                      F-15



Schedule II
                                                          Patient InfoSystems, Inc.
                                                      Valuation and Qualifying Accounts
                                            For the Years Ended December 31, 2002, 2001 and 2000

                                           Balance at                                            Balance at
                                           Beginning                                               End of
                                            of Year         Additions        Deductions             Year
                                                                                  
Allowance for Doubtful Accounts:  2002       $ 37,217        $ 59,117           $ 41,334             $ 55,000
                                  2001       $ 48,122        $ 15,447           $ 26,352             $ 37,217
                                  2000       $ 50,000        $ 92,852           $ 94,730             $ 48,122

Deferred Tax Assets Valuation
  Allowance:                      2002   $ 12,089,000       $ 885,000               -            $ 12,974,000
                                  2001   $ 10,294,000     $ 1,795,000               -            $ 12,089,000
                                  2000    $ 7,859,000     $ 2,435,000               -            $ 10,294,000


                                      F-16


Independent Auditors' Report

To the Board of Directors and
Stockholders of American CareSource Corporation
   (formerly Health Data Solutions, Inc.)
Irving, Texas


We  have  audited  the  accompanying   balance  sheets  of  American  CareSource
Corporation (formerly Health Data Solutions,  Inc.) (the Company) as of December
31,  2002 and 2001  and the  related  statements  of  operations,  stockholders'
deficit  and  cash  flows  for the  years  ended  December  31,  2002  and  2001
(restated).  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.


We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American CareSource Corporation
(formerly Health Data Solutions, Inc.) as of December 31, 2002 and 2001 and the
results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
has negative working capital and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

We also audited the adjustments described in Note 1 that were applied to restate
the 2001 financial statements. In our opinion, such adjustments are appropriate
and have been properly applied.


/s/ BDO Seidman, LLP
BDO Seidman, LLP

Dallas, Texas

May 2, 2003


                                      F-17




                         American CareSource Corporation
                     (formerly Health Data Solutions, Inc.)

                                 Balance Sheets



December 31,                                                                           2002                  2001
--------------------------------------------------------------------------------------------------------------------
                                                                                                         Restated
                                                                                                         (Note 1)
Assets

Current assets
                                                                                            
     Cash and cash equivalents                                              $       158,968       $        17,827
     Accounts receivable                                                            958,334               319,040
     Prepaid and other                                                               17,352                15,577
--------------------------------------------------------------------------------------------------------------------

Total current assets                                                              1,134,654               352,444
--------------------------------------------------------------------------------------------------------------------

Property and equipment, net                                                         207,926               101,459
--------------------------------------------------------------------------------------------------------------------
















Total assets                                                                $     1,342,580       $       453,903
--------------------------------------------------------------------------------------------------------------------




                                      F-18







December 31,                                                                           2002                  2001
--------------------------------------------------------------------------------------------------------------------
                                                                                                         Restated
                                                                                                         (Note 1)
Liabilities and Stockholders' Deficit

Current liabilities
                                                                                            
     Due to service providers                                               $     1,519,757       $       372,189
     Accounts payable and accrued liabilities                                     1,190,764               640,112
     Line of credit                                                                       -               391,801
     Current maturities of long-term debt                                           460,823               834,325
--------------------------------------------------------------------------------------------------------------------

Total current liabilities                                                         3,171,344             2,238,427

Long-term debt, substantially due to stockholders,
    less current maturities                                                       2,382,406             2,478,691
--------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                 5,553,750             4,717,118
--------------------------------------------------------------------------------------------------------------------

Stockholders' Deficit
     Common stock: no par value, 100,000 shares
         authorized; 28,500 and 20,000 shares issued and outstanding as
         of December 31, 2002 and 2001, respectively                              4,500,100                   100
     Stockholder receivable                                                               -               (72,155 )
     Accumulated deficit                                                         (8,711,270 )          (4,191,160 )
--------------------------------------------------------------------------------------------------------------------

Total stockholders' deficit                                                      (4,211,170 )          (4,263,215 )
--------------------------------------------------------------------------------------------------------------------


Total liabilities and stockholders' deficit                                 $     1,342,580       $       453,903
--------------------------------------------------------------------------------------------------------------------


                                     See the accompanying summary of accounting
                                          policies and notes to the financial
                                          statements.



                                      F-19



                         American CareSource Corporation
                     (formerly Health Data Solutions, Inc.)

                            Statements of Operations




Years ended December 31,                                                               2002                  2001
--------------------------------------------------------------------------------------------------------------------
                                                                                                         Restated
                                                                                                         (Note 1)
Revenues
                                                                                            
     Ancillary health                                                       $     9,161,386       $     1,470,306
     Patient claims                                                                 479,754             1,075,208
--------------------------------------------------------------------------------------------------------------------

                                                                                  9,641,140             2,545,514

Costs of revenues                                                                11,175,947             3,011,332
--------------------------------------------------------------------------------------------------------------------

Contribution Deficit                                                             (1,534,807 )            (465,818 )
--------------------------------------------------------------------------------------------------------------------

Operating Expenses:
     Selling, general and administrative expenses                                 2,533,123             1,220,901
     Depreciation and amortization                                                   85,906                49,524
     Impairment of goodwill                                                               -             1,323,693
--------------------------------------------------------------------------------------------------------------------

Total Operating Expenses                                                          2,619,029             2,594,118
--------------------------------------------------------------------------------------------------------------------

Operating Loss                                                                   (4,153,836 )          (3,059,936 )

Other (Income) Expense:
     Interest expense                                                               362,804               153,418
     Loss on disposal of property and equipment                                           -                16,926
     Other                                                                            3,470               (28,200 )
--------------------------------------------------------------------------------------------------------------------
Net Loss                                                                    $    (4,520,110 )     $    (3,202,080 )
--------------------------------------------------------------------------------------------------------------------
Loss pre Share - Basic and Diluted                                                   (212.17)              (160.10)
--------------------------------------------------------------------------------------------------------------------
Weighted Average Common Shares                                                        21,304                20,000
--------------------------------------------------------------------------------------------------------------------

                                      See the accompanying summary of accounting
                                             policies and notes to the financial
                                                                     statements.


                                      F-20



                         American CareSource Corporation
                     (formerly Health Data Solutions, Inc.)

                       Statements of Stockholders' Deficit





                                                    Common Stock        Accumulated    Stockholder
                                                 -------------------
                                                 Shares   Amount          Deficit       Receivable        Total
--------------------------------------------------------------------------------------------------------------------

                                                                                 
Balance at December 31, 2000                     20,000 $        100  $     (989,080) $     (52,255)  $ (1,041,235)
   Change in stockholder receivable                   -           -                -        (19,900)       (19,900)
   Net loss, as previously reported                   -           -       (3,842,969)             -     (3,842,969)
--------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2001, as previously
reported                                         20,000         100       (4,832,049)       (72,155)    (4,904,104)
Prior period adjustment - income
recognition error in 2001  (Note 1)                   -            -          640,889              -        640,889
--------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2001, as restated        20,000         100       (4,191,160)       (72,155)    (4,263,215)
   Change in stockholder receivable                   -           -                -         72,155         72,155
   Net loss                                           -           -       (4,520,110)             -     (4,520,110)
   Stock issuance                                8,500    4,500,000                -              -      4,500,000
--------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2002                     28,500  $4,500,100   $   (8,711,270) $           -   $ (4,211,170)
--------------------------------------------------------------------------------------------------------------------

                                      See the accompanying summary of accounting
                                             policies and notes to the financial
                                                                     statements.




                                      F-21



                         American CareSource Corporation
                     (formerly Health Data Solutions, Inc.)

                            Statements of Cash Flows




                                                      Increase (Decrease) in Cash
Years ended December 31,                                                               2002                  2001
--------------------------------------------------------------------------------------------------------------------
                                                                                                         Restated
                                                                                                         (Note 1)
Operating Activities:
                                                                                              
     Net loss                                                               $    (4,520,110 )       $  (3,202,080 )
     Adjustments to reconcile net loss to net cash used in operating activities:
         Loss on disposal of property and equipment                                       -                16,926
         Impairment of goodwill                                                           -             1,323,693
         Depreciation and amortization                                               85,906                49,524
         Forgiveness of stockholder receivable                                       72,155                     -
           Changes in operating assets and liabilities, net of Business
            Acquisition:
              Accounts receivable                                                  (639,294 )              28,145
              Prepaid and other current assets                                       (1,775 )              (3,958 )
              Due to service providers                                            1,147,568               147,397
              Accounts payable and accrued liabilities                              550,652               490,186
--------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                                            (3,304,898 )          (1,150,167 )
--------------------------------------------------------------------------------------------------------------------

Cash Used in Investing Activities:
     Proceeds from Business Acquisition (Note 1)                                          -                17,969
     Purchase of property and equipment                                             (96,272 )             (44,571 )
     Change in stockholder receivable                                                     -               (19,900 )
--------------------------------------------------------------------------------------------------------------------

Net cash used in investing activities                                               (96,272 )             (46,502 )
--------------------------------------------------------------------------------------------------------------------

Financing Activities:
     Net proceeds from line of credit                                                     -                74,583
     Proceeds from long-term debt                                                 3,634,334             1,317,614
     Principal payments on long term debt                                        (4,592,023 )             (70,793 )
     Stock issuance                                                               4,500,000                     -
--------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                         3,542,311             1,321,404
--------------------------------------------------------------------------------------------------------------------

Net increase in cash                                                                141,141               124,735
Cash and cash equivalents (bank overdrafts), beginning of year                       17,827              (106,908 )
--------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                                      $       158,968       $        17,827
--------------------------------------------------------------------------------------------------------------------

Supplemental Cash Flow Information:
     Cash paid for interest                                                 $       349,153       $        85,083
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
     Equipment purchased with long-term debt                                $        96,101       $             -
--------------------------------------------------------------------------------------------------------------------

                                      See the accompanying summary of accounting
                                             policies and notes to the financial
                                                                     statements.


                                      F-22



                         American CareSource Corporation
                     (formerly Health Data Solutions, Inc.)

                          Notes to Financial Statements




1. Summary of Significant Accounting Policies


     Description of business - American CareSource  Corporation (formerly Health
     Data  Solutions,  Inc.),  an Indiana C  Corporation,  was formed in October
     1997.  It  is  in  the  business  of  providing  national   administration,
     coordination  and case  management  of  ancillary  healthcare  services for
     employment  groups through  separate  contracts with a national  network of
     providers and it provides  administration of patient claims for health care
     organizations.

     Effective July 31, 2001, the Health Data Solutions,  Inc. (HDS) consummated
     the  Agreement  for  Purchase  and Sale of Assets  dated  November  1, 2000
     between itself and American CareSource  Corporation,  a related entity (but
     not under common control). See Note 2 for additional information.

     Effective  July 31,  2001,  HDS  changed  its name to  American  CareSource
     Corporation (the Company or ACS).

     Management  plans - The  Company  incurred  net  losses of  $4,520,110  and
     $3,202,080  for the years ended  December  31, 2002 and 2001,  had negative
     cash flows from  operations  of  $3,304,898  and  $1,150,167,  had negative
     working  capital  of  $2,036,690  and  $1,885,983  and  had a  net  capital
     deficiency  of  $4,211,170  and  $4,263,215  at December 31, 2002 and 2001,
     respectively. Further, management anticipates the Company will not generate
     positive cash flows from operations until June 2004. These conditions raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern. The financial statements do not include any adjustments that might
     result from the outcome of this uncertainty.

     Under the sale of assets agreement with Patient Infosystems,  Inc. ("PATI")
     dated  September 23, 2002 and amended April 10, 2003,  PATI will invest not
     less than $4,000,000 in the Company (see Note 10). Management believes such
     funding will enable the Company to expand operations, increase revenues and
     fund operations until June 2004.

                                      F-23


     Prior period  adjustment - The accompanying  financial  statements for 2001
     have  been  restated  to  correct  an error in  income  recognition,  which
     occurred during 2001. The effects of the restatement include a reduction of
     revenues and related  accounts  receivable in the amount of $1,091,000  and
     related  costs of revenues  and due to  providers in the amount of $606,889
     and of bad debt expense and allowance  for doubtful  accounts in the amount
     of  $1,125,000.  The net effect was a  $640,889  decrease  in net loss from
     $3,842,969, as previously reported.

     Revenue  recognition - Ancillary health revenues are reported when services
     by providers have been authorized and performed and collections from payors
     are  reasonably  assured.  Patient  claims  revenues are  recognized by the
     Company as the services are  provided.  Both  ancillary  health and patient
     claims revenues are reported at gross amounts billed and collectible.

     Costs of revenues - Costs of ancillary  health revenues consist of expenses
     due to providers for providing  employee (patient) services and the related
     direct labor and overhead of providing  such  services.  The Company is not
     liable for costs incurred by independent  contract service  providers until
     payment is received by the Company from the payors.  The Company recognizes
     actual or estimated  liabilities to independent  contract service providers
     as related revenues are recognized.

     Costs of patient  claims  revenues  consist of direct labor and overhead to
     administer the patient claims.


     Concentration  of  revenues  - During the years  ended  2002 and 2001,  the
     following  customers  generated  revenues  of 10  percent  or more of total
     revenues:



                              2002                     2001
         Customer       Amount   Percent   Amount    Percent
     --------------- ----------- ------- ----------- -------
                                            
     Pinnacol        $2,786,000     29%  $1,163,000     46%
     Accountable
     Health Plans of
     America          1,797,000     19%           -       -
     Med Control      1,499,000     16%           -       -
     National Plan
     Network/Plan
     Vista            1,063,000     11%           -       -
     Lutheran
     Preferred                -       -     380,000     15%
     APPO                     -       -     290,000     11%
     Kaiser                   -       -     253,000     10%
     --------------- ----------- ------- ----------- -------
     Total           $7,145,000     75%  $2,086,000     82%
     --------------- ----------- ------- ----------- -------



                                      F-24


     Cash and cash  equivalents - For purposes of the  statements of cash flows,
     all highly liquid  investments with original  maturities of three months or
     less  are  considered  to be cash  equivalents.

     Fair value of financial  instruments - The Company's financial  instruments
     include cash,  accounts receivable and accounts payable that are carried at
     cost, which approximates fair value. Due to the financial  condition of the
     Company and because loans payable are  predominately  with related parties,
     information on the fair value of interest rates is not readily available.

     Property  and  equipment - Property and  equipment  are stated at cost less
     accumulated depreciation and amortization. Depreciation and amortization is
     computed  over  the  estimated   useful  lives  of  the  assets  using  the
     straight-line   method  for  financial   reporting   purposes  and  on  the
     straight-line   and  accelerated   methods  for  tax  purposes.   Leasehold
     improvements  are  amortized  using the  straight-line  method  over  their
     estimated  useful lives or the lease term,  whichever is shorter.  Ordinary
     maintenance and repairs are charged to operations. Expenditures that extend
     the physical or economic life of property and equipment are capitalized.

     The estimated useful lives of property and equipment are as follows:

     Leasehold Improvements                5 years
     Computer Equipment                  3-5 years
     Furniture and Fixtures                7 years
     Software                            3-5 years

     The Company  periodically  reviews  the  carrying  value of its  long-lived
     assets  for  possible  impairment.  In  management's  opinion,  there is no
     impairment of such assets at December 31, 2002.

     Stock splits - Effective July 31, 2001, the Company's outstanding shares of
     common stock increased as a result of a 2:1 stock split. Effective April 8,
     2002,  the  Company's  outstanding  shares of common  stock  increased as a
     result  of a 100:1  stock  split.  The  effect  of this  increase  has been
     retroactively  reflected throughout the accompanying  financial statements.

                                      F-25



     Earnings Per Common Share - Basic  earnings per share is computed  based on
     the  weighted  average  number of  shares  outstanding  during  each of the
     periods. Diluted earnings per share include the dilutive effect, if any, of
     unexercised stock options and warrants.  The calculations for the basis and
     diluted  loss per  share  were  based  upon  loss  attributable  to  common
     stockholders of $4,520,110 and $3,202,080 and a weighted  average number of
     common shares outstanding of 21,304 and 20,000 for the years ended December
     31,  2002  and  2001,  respectively.  No stock  options  or  warrants  were
     outstanding for the years ended December 31, 2002 and 2001, respectively.


     Income  taxes  -  The  Company  originally  elected  to  be  taxed  as an S
     Corporation,  whereby the Company's  taxable  income or loss is included in
     the  Federal  tax return of its  stockholder.  Subsequent  to the  Business
     Acquisition  (see  Note 2),  the  Company's  election  changed  and for the
     five-month period ended December 31, 2001 and year ended December 31, 2002,
     the Company was taxed as a C Corporation.

     Income taxes are provided for the tax effects of  transactions  reported in
     the financial  statements and consist of taxes  currently due plus deferred
     taxes  related  primarily  to  differences  between the basis of assets and
     liabilities  for financial and income tax  reporting.  The net deferred tax
     assets and  liabilities  represent  the future tax return  consequences  of
     those  differences,  which will  either be taxable or  deductible  when the
     assets or liabilities are recovered or settled.

     Management's  estimates  and  assumptions  - The  preparation  of financial
     statements in conformity with accounting  principles  generally accepted in
     the United  States of America  requires  management  to make  estimates and
     assumptions that affect the reported amounts of assets and liabilities, the
     disclosure of contingent  assets and liabilities at the balance sheet dates
     and the reported amounts of revenues and expenses during the period. Actual
     results may differ from such estimates. The Company reviews all significant
     estimates  affecting  the  financial  statements  on a recurring  basis and
     records the effect of any necessary adjustments prior to their issuance.

                                      F-26


     New accounts  pronouncements  - In August 2001,  the  Financial  Accounting
     Standards Board issued Statement of Financial Accounting Standards No. 143,
     Accounting  for Asset  Retirement  Obligations  (SFAS 143).  This statement
     requires  that  the  fair  value  for an  asset  retirement  obligation  be
     recognized in the period in which it is incurred,  if a reasonable estimate
     of fair  value can be made,  and that the  carrying  amount  of the  asset,
     including  capitalized  asset  retirement  costs, be tested for impairment.
     SFAS 143 is  effective  for fiscal  years  beginning  after June 15,  2002.
     Adoption  of this  standard  will  not  have any  immediate  effect  on the
     financial statements.

     In April 2002, the Financial Accounting Standards Board issued Statement of
     Financial   Accounting  Standards  No.  145,  Rescission  of  Statement  of
     Financial Accounting Standards No. 4, 44, and 64, Amendment of Statement of
     Financial  Accounting  Standards  No. 13, and Technical  Corrections  (SFAS
     145).  This  statement  eliminates the current  requirement  that gains and
     losses on debt  extinguishment must be classified as extraordinary items in
     the income statement.  Instead, such gains and losses will be classified as
     extraordinary  items only if they are deemed to be unusual and  infrequent,
     in   accordance   with  the  current  GAAP   criteria   for   extraordinary
     classification.  In addition, SFAS 145 eliminates an inconsistency in lease
     accounting by requiring that modifications of capital leases that result in
     reclassification  as operating  leases be  accounted  for  consistent  with
     sale-leaseback   accounting   rules.  The  statement  also  contains  other
     nonsubstantive  corrections to  authoritative  accounting  literature.  The
     changes  related to debt  extinguishment  are  effective  for fiscal  years
     beginning after May 15, 2002, and the changes  related to lease  accounting
     are effective for  transactions  occurring after May 15, 2002.  Adoption of
     this  standard  will  not  have  any  immediate  effect  on  the  financial
     statements.

     In June 2002, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 146,  Accounting for Costs  Associated
     with Exit or Disposal Activities (SFAS 146), which addresses accounting for
     restructuring  and  similar  costs.   SFAS  No.  146  supersedes   previous
     accounting  guidance,  principally  Emerging Issues Task Force (EITF) Issue
     No.  94-3.  We will  adopt  the  provisions  of SFAS 146 for  restructuring
     activities  initiated  after December 31, 2002.  SFAS 146 requires that the
     liability  for  costs  associated  with  an exit or  disposal  activity  be
     recognized when the liability is incurred. Under EITF No. 94-3, a liability
     for an exit cost was recognized at the date of a company's commitment to an
     exit plan. SFAS 146 also establishes that the liability should initially be
     measured and recorded at fair value.  Accordingly,  SFAS 146 may affect the
     timing of  recognizing  future  restructuring  costs as well as the  amount
     recognized. Adoption of this standard will not have any immediate effect on
     the financial statements.

                                      F-27


     In  November  2002,  the  Financial   Accounting   Standards  Board  issued
     Interpretation No. 45, Guarantor's  Accounting and Disclosure  Requirements
     for Guarantees,  Including  Indirect  Guarantees of Indebtedness to Others.
     Interpretation  45 requires  disclosures  in interim  and annual  financial
     statements  about  obligations  under  certain  guarantees  issued  by  the
     Company.  Furthermore,  it  requires  recognition  at  the  beginning  of a
     guarantee of a liability for the fair value of the obligation undertaken in
     issuing the guarantee,  with limited  exceptions  including:  1) a parent's
     guarantee of a subsidiary's  debt to a third party,  and 2) a  subsidiary's
     guarantee of the debt owed to a third party by either its parent or another
     subsidiary of that parent. The initial  recognition and initial measurement
     provisions are only applicable on a prospective basis for guarantees issued
     or modified  after  December 31, 2002.  Adoption of this  standard will not
     have a material impact on the financial statements.

     In December 2002, the Financial Accounting Standards Board issued Statement
     of  Financial   Accounting   Standards  148,   Accounting  for  Stock-Based
     Compensation  -  Transition  and  Disclosure   (SFAS  148),  which  amended
     Statement of Financial Accounting Standards 123, Accounting for Stock-Based
     Compensation (SFAS 123). The new standard provides  alternative  methods of
     transition  for a  voluntary  change  to the fair  value  based  method  of
     accounting  for  stock-based  employee  compensation.   Additionally,   the
     statement  amends  the  disclosure  requirements  of  SFAS  123 to  require
     prominent  disclosures in the annual and interim financial statements about
     the method of accounting  for  stock-based  employee  compensation  and the
     effect of the method used on reported  results.  The statement is effective
     for financial statements with fiscal years ending after December 15,  2002.
     If applicable, we will apply this guidance prospectively.

                                      F-28


     In January  2003,  the  Financial  Accounting  Standards  Board issued FASB
     Interpretation  No. 46,  Consolidation of Variable  Interest  Entities,  an
     interpretation  of  Accounting   Research  Bulletin  No.  51,  Consolidated
     Financial  Statements  (FIN No. 46).  FIN No. 46  explains  how to identify
     variable interest entities and how an enterprise  assesses its interests in
     a variable  interest entity,  to decide whether to consolidate that entity.
     The  Interpretation  requires  existing  unconsolidated  variable  interest
     entities to be consolidated by their primary  beneficiaries if the entities
     do not  effectively  disperse risks among parties  involved.  FIN No. 46 is
     effective  immediately for variable interest entities created after January
     31, 2003, and to variable interest entities in which an enterprise  obtains
     an interest after that date. The Interpretation applies in the first fiscal
     year or interim period beginning after June 15, 2003, to variable  interest
     entities in which an enterprise holds a variable  interest that it acquired
     before  February  1,  2003.  Adoption  of this  standard  will not have any
     immediate effect on the financial statements.

     Reclassifications  - Certain 2001 amounts have been reclassified to conform
     to the 2002 presentation.

2.   Agreement for Purchase and Sale of Assets


     Effective  July 31, 2001,  HDS  consummated  the Agreement for Purchase and
     Sale of Assets  dated  November 1, 2000  between  itself and ACS, a related
     entity (but not under common control),  whereby HDS acquired  substantially
     all of  the  assets  and  assumed  all  outstanding  liabilities  of ACS in
     exchange for six thousand six hundred  (6,600)  shares of common stock or a
     thirty-three   percent   (33%)   interest   in  the   surviving   company's
     post-acquisition outstanding common stock (the Business Acquisition). Based
     upon an independent appraisal,  no value was assigned to the shares issued.
     HDS  completed the Business  Acquisition  in an effort to obtain a stronger
     position in the market place.


     The  following  unaudited  pro forma  information  presents  a  summary  of
     operations as if the Business Acquisition was effective on January 1, 2001.

                                      F-29


     Year Ended December 31,                                              2001
     ---------------------------------------------------------------------------
                                                                    (Unaudited )

     Sales                                                   $       3,963,526
     Net loss                                                       (4,202,874 )
     ---------------------------------------------------------------------------

     The pro forma  results are not  necessarily  indicative  of what would have
     occurred if the Business Acquisition had been in effect for the entire 2001
     calendar year.


     The Business  Acquisition  has been  accounted for in accordance  with SFAS
     141, "Business  Combinations"  (SFAS 141). SFAS 141 requires the use of the
     purchase method of accounting, and accordingly, the purchase price has been
     allocated  to the assets  acquired  and the  liabilities  assumed  based on
     estimated fair values at the date of Business Acquisition.  The fair values
     of assets and liabilities  acquired,  based upon an independent  appraisal,
     which did not change recorded values, are summarized as follows:


     At July 31,                                                          2001
     ---------------------------------------------------------------------------

     Cash                                                    $          17,969
     Accounts receivable, net                                          211,153
     Other current assets                                               10,269
     Property and equipment, net                                        94,510
     Due from HDS                                                      741,020
     Due to service providers                                         (224,792 )
     Other current liabilities                                        (575,774 )
     Long-term debt                                                 (1,598,048 )
     ---------------------------------------------------------------------------
     Net liabilities assumed over assets acquired            $      (1,323,693 )
     ---------------------------------------------------------------------------


     Goodwill recorded as a result of the Business  Acquisition in the amount of
     $1,323,693  was  written  off as  impaired  in  compliance  with  SFAS 142,
     "Goodwill and Other Intangible Assets".  The impairment was a result of the
     Company's inability to support the valuation of goodwill generated from the
     Business Acquisition.

                                      F-30


3.   Property and Equipment

     Property and equipment consist of the following:

     December 31,                                     2002              2001
     -------------------------------------------------------------------------
     Computer equipment                    $       213,330   $       108,582
     Software                                       18,326            19,085
     Furniture and fixtures                        120,693            41,488
     Leasehold improvements                         12,313             2,965
     -------------------------------------------------------------------------
                                                   364,662           172,120
     Less accumulated depreciation
         and amortization                         (156,736 )         (70,661 )
     -------------------------------------------------------------------------
                                           $       207,926   $       101,459
     -------------------------------------------------------------------------

     Included in property and equipment are capitalized leases as follows:

     December 31,                                     2002              2001
     -------------------------------------------------------------------------
     Computer equipment                    $        14,184   $             -
     Furniture and fixtures                        105,741            23,824
     -------------------------------------------------------------------------
                                                   119,925            23,824

     Less accumulated amortization                 (35,813 )         (12,512 )
     -------------------------------------------------------------------------
                                           $        84,112   $        11,312
     -------------------------------------------------------------------------

4.   Letter of Credit

     At December 31, 2002 and 2001, the Company had an  outstanding  irrevocable
     standby  letter of credit (LOC) of $500,000 and  $1,000,000,  respectively.
     The letter of credit  acts as a  guarantee  of  payment to a certain  third
     party in accordance with specified terms and conditions. As of December 31,
     2002,  there  have  been no draws on this LOC.  The LOC is  unconditionally
     guaranteed by a stockholder of the Company and expires in April 2003.

                                      F-31


5.   Line of Credit

     On July 7,  2000,  the  Company  entered  into a  revolving  line of credit
     agreement totaling $400,000 with a scheduled  expiration date of August 31,
     2005.  The line of credit bore  interest at the bank's index rate (4.75% at
     December 31, 2001).  At December 31,  2001,  borrowings were $391,801 under
     this agreement.  This line of credit was  unconditionally  guaranteed by an
     officer/stockholder of the Company.

     On  February  12,  2002,   the  Company  was  notified  of  a  default  and
     acceleration of the drawn amount owed. Effective May 9, 2002, a stockholder
     of the Company purchased the line of credit from the financial  institution
     for the outstanding amount owed by the Company in the principal of $383,913
     plus accrued  interest and late fees. As of December 31, 2002, this debt is
     included  in  the  balance  of  the  10%  subordinated  note  payable  to a
     stockholder.

6.   Long-Term Debt

     Long-term debt consists of the following:



     December 31,                                             2002               2001
     -----------------------------------------------------------------------------------

     Index rate plus 3.0% (7.25%) note payable
     to acquiror (see Note 10), due on demand
     and collateralized by all intangible and
                                                                
     tangible assets                               $       200,000    $             -

     10% subordinated note payable to a
     stockholder, with principal and interest
     due at maturity, maturing in March 2007             2,302,675          2,054,685

     Unsecured non-interest bearing note to a
     stockholder, payable in monthly
     installments of $10,127, maturing in
     December 2003                                         121,520                  -

     Unsecured non-interest bearing obligation
     to a stockholder, payable in monthly
     installments of $5,000, maturing in April
     2004                                                   75,732            135,731

     Unsecured loan at index rate plus 2.5%
     (7.25% and 7.25% at December 31, 2002 and
     2001, respectively) to a stockholder, due
     on demand                                              33,540             36,789

                                      F-32


     19% obligation assumed and due an individual in
     connection with the purchase of certain assets,
     payable in monthly installments of $2,000,
     maturing December 2003                                 24,057             19,987

     Note payable to a financial institution
     at prime rate plus 4% (7.75% at
     December 31, 2001), assumed by a
     stockholder in May 2002                                     -            400,000

     10% unsecured note payable to the
     majority stockholder, with interest due
     quarterly, maturing on October 10, 2002                     -            325,000

     10% unsecured note payable to a
     stockholder, with interest due quarterly,
     maturing on October 10, 2002                                -            325,000

     Other
                                                                 -              4,512

     Capital lease obligations (Note 8)                     85,705             11,312
     -----------------------------------------------------------------------------------
                                                         2,843,229          3,313,016

     Less current maturities                              (460,823 )         (834,325 )
     -----------------------------------------------------------------------------------
     Long-term debt, less current maturities       $     2,382,406    $     2,478,691
     -----------------------------------------------------------------------------------


     Scheduled principal payments in each of the next five years and thereafter
     on long-term debt and capital lease obligations are as follows:

                                     Related         Unrelated
                                      Party            Party           Total
  Year ended December 31,              Debt            Debt             Debt
  ------------------------------------------------------------------------------

  2003                           $      381,520   $      79,303   $      460,823
  2004                                   15,732          23,107           38,839
  2005                                        -          21,360           21,360
  2006                                        -          12,748           12,748
  2007                                2,302,675           6,784        2,309,459
  ------------------------------------------------------------------------------

                                 $    2,699,927   $     143,302   $    2,843,229
  ------------------------------------------------------------------------------

     On February 12, 2002, the Company was notified of a default and
     acceleration of debt owed. Effective May 9, 2002, a stockholder of the
     Company purchased the note from the financial institution for the
     outstanding amount owed by the Company in the principal of $400,000 plus
     accrued interest. As of December 31, 2002, this debt is included in the
     balance of the 10% subordinated note payable to a stockholder.

                                      F-33


7.      Income Taxes

     Differences between financial accounting principles and tax laws cause
     differences between the bases of certain assets and liabilities for
     financial reporting purposes and tax purposes.

     The tax effects of these differences, to the extent they are temporary, are
     recorded as deferred tax assets and liabilities under SFAS 109 and
     consisted of the following components:

     December 31,                                       2002             2001
     ---------------------------------------------------------------------------
                                                                     (Restated )
     Deferred tax assets:
          Operating loss carryforward       $      1,903,876  $       366,515
          Goodwill                                   407,551          437,554
          Accrued vacation                            26,850           17,340
          Other                                        8,714            1,026
     ---------------------------------------------------------------------------
          Valuation allowance                     (2,346,991 )       (822,435 )
     ---------------------------------------------------------------------------
                                            $              -  $             -
     ---------------------------------------------------------------------------

     The Company recorded a $26,850 current deferred tax asset and a $2,320,141
     long-term deferred tax asset in 2002 for which a valuation allowance was
     provided based on uncertainties regarding realization of the related tax
     benefits.

     The Company has a net operating loss carryforward of approximately
     $5,600,000, which begins to expire in 2021. Upon consummation of the
     transaction referred to in Note 10, the future utilization of the net
     operating loss carryforward may be limited.

                                      F-34


8.   Commitments and Contingencies

     Operating leases

     The Company leases office space from a related party under a non-cancelable
     lease agreement that expires in April 2008. The Company leases an
     automobile, certain equipment and other office space under non-cancelable
     lease agreements, which expire at various dates through April 2008.


     At December 31, 2002, minimum annual lease payments for operating and
     capital leases are as follows:



                                                           Operating Leases
                                                ---------------------------------------
                                    Capital      Related      Unrelated
     Years Ending December 31,       Leases       Party         Party        Total
     ----------------------------------------------------------------------------------
                                                          
     2003                         $   29,286  $    252,301  $    69,392  $    321,693
     2004                             28,467       252,301       61,450       313,751
     2005                             24,362       252,301       56,274       308,575
     2006                             14,036       252,301       45,922       298,223
     2007                              7,040       252,301       45,922       298,223
     Thereafter                            -        84,100       26,788       110,888
     ----------------------------------------------------------------------------------

     Total minimum lease payments
                                     103,191  $  1,345,605  $   305,748  $  1,651,353
                                             ------------------------------------------
     Less- amount representing
     interest                        (17,486)
     ----------------------------------------

     Net present value of future
     minimum lease payments       $   85,705
     ----------------------------------------


     Rent expense related to operating leases was approximately $298,000 and
     $137,000 for the years ended December 31, 2002 and 2001, respectively. The
     Company incurred related party rent expense for its corporate offices
     totaling approximately $235,000 and $80,000 for the years ended December
     31, 2002 and 2001, respectively.

     Employment Agreements

     The Company has executed employment agreements with two officers, effective
     through September 2005, providing for minimum annual salaries and
     incentives.

     Contingencies

     The Company is party to certain complaints arising from certain former
     employees. Management believes that the ultimate resolution of these
     complaints will not have a material adverse effect on the financial
     condition, results of operations or liquidity of the Company.

                                      F-35


9.   Related Party Transactions

     As described in Note 2, the Company acquired certain assets and assumed
     certain liabilities of a related entity during July 2001.

     For the seven month period ended July 31, 2001, the Company provided
     services of approximately $129,000 to ACS for claims processing and charged
     ACS approximately $181,000 for management and administrative services (Note
     2).

     See Notes 4, 5 and 6 for information regarding related party debt. See Note
     8 for information regarding related party leases and commitments.

     A stockholder was paid independent contractor fees in the amount of
     $120,000, debt payments in the amount of $60,000 as well as other
     out-of-pocket expenses for the year ended December 31, 2002.

     The stockholder receivable in the amount of $72,155 at December 31, 2001
     was written-off to salary expense during 2002.

10.  Subsequent Events


     On September 23, 2002 (amended April 10, 2003) the Company  entered in to a
     Sale of Assets agreement with Patient  Infosystems,  Inc.  ("PATI") whereby
     PATI will purchase all of the ACS assets in consideration  and exchange for
     PATI issuing  2,091,366  shares of common stock.  PATI is a public company,
     listed  under the  ticker  symbol of PATI.  PATI  will  complete  a private
     placement of securities  effective  with the closing of the asset  purchase
     agreement that will result in gross  proceeds of not less than  $4,000,000,
     which shall  include  $2,250,000  in the form of debt issuing  prior to the
     Closing of the Sale of Assets agreement. As of May 2, 2003, the Company has

                                      F-36

     received  $1,500,000 in bridge loans for working  capital.  In  conjunction
     with the  agreement,  PATI received  warrants to purchase ACS common stock,
     exercisable  only if the Sale of Assets  agreement with PATI is terminated.
     As of May 2, 2003, PATI had received  warrants to purchase 15,200 shares of
     ACS common stock.  Additional  warrants to purchase ACS common stock may be
     issued depending on the total amount of funds it borrows from PATI


                                      F-37




PATIENT INFOSYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------

ASSETS                                                                             June 30, 2003       December 31, 2002
                                                                                   -------------       -----------------
                                                                                   (As restated,
                                                                                    see Note 10)
CURRENT ASSETS:
                                                                                                   
  Cash and cash equivalents                                                            $ 225,059              $ 5,011
  Accounts receivable                                                                    555,030              441,216
  Notes receivable                                                                     2,250,000              200,000
  Prepaid expenses and other current assets                                              121,907              105,827
                                                                               ---------------------------------------
        Total current assets                                                           3,151,996              752,054

Property and equipment, net                                                              223,108              285,747

Intangible assets (net of accumulated amortization of $515,044 and $443,258)             107,679              179,465
                                                                               ---------------------------------------

TOTAL ASSETS                                                                         $ 3,482,783          $ 1,217,266
                                                                               =======================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                                                     $ 570,093            $ 379,004
  Accrued salaries and wages                                                             225,921              208,752
  Borrowings from directors                                                            5,870,516            5,077,500
  Borrowings from shareholders                                                         1,143,138                 -
  Line of credit                                                                       3,000,000                 -
  Accrued expenses                                                                       383,351              351,621
  Accrued interest                                                                       995,265              713,554
  Deferred revenue                                                                       133,038              157,074
                                                                               ---------------------------------------
        Total current liabilities                                                     12,321,322            6,887,505
                                                                               ---------------------------------------

LINE OF CREDIT                                                                              -               3,000,000

STOCKHOLDERS' DEFICIT:
  Preferred stock - $.01 par value:  shares authorized: 5,000,000
    Series C, 9% cumulative, convertible, issued and outstanding - 100,000                 1,000                1,000
    Series D, 9% cumulative, convertible, issued and outstanding - 198,128
       as of June 30, 2003                                                                 1,981                 -
  Common stock - $.01 par value:  shares authorized: 20,000,000
     issued and outstanding - 10,956,024 as of December 31, 2002,
        10,956,454 as of June 30, 2003                                                   109,564              109,560
  Additional paid-in capital                                                          26,900,962           24,132,153
  Accumulated deficit                                                               (35,852,046)         (32,912,952)
                                                                               ---------------------------------------
        Total stockholders' deficit                                                  (8,838,539)          (8,670,239)
                                                                               ---------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                          $ 3,482,783          $ 1,217,266
                                                                               =======================================


See notes to unaudited consolidated financial statements.


                                      F-38



PATIENT INFOSYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------------------------------------------------------------

                                                    Three Months Ended              Six Months Ended
                                                         June 30,                       June 30,
                                                   2003            2002           2003            2002
                                                   ----            ----           ----            ----
                                               (As Restated,                  (As Restated,
                                                see Note 10)                   see Note 10)
REVENUES
                                                                                 
  Operations Fees                                $ 650,303      $ 499,085     $ 1,226,106       $ 958,455
  Consulting Fees                                  927,854         30,000       1,297,850          59,538
  License Fees                                       1,880         13,630           3,760          24,050
                                              ------------------------------------------------------------
       Total revenues                            1,580,037        542,715       2,527,716       1,042,043

COSTS AND EXPENSES
  Cost of sales                                  1,184,855        461,726       1,946,457         949,579
  Sales and marketing                              202,458        175,188         445,061         353,563
  General and administrative                       296,842        306,498         572,311         656,634
  Research and development                          33,470         23,786          65,228          47,636
                                              ------------------------------------------------------------
        Total costs and expenses                 1,717,625        967,198       3,029,057       2,007,412
                                              ------------------------------------------------------------

OPERATING LOSS                                   (137,588)      (424,483)       (501,341)       (965,369)

OTHER EXPENSE
  Financing Costs                                (713,846)          -           (713,846)           -
  Interest expense, net                          (154,764)      (132,036)       (296,217)       (252,671)
                                              ------------------------------------------------------------

NET LOSS                                       (1,006,198)      (556,519)     (1,511,404)     (1,218,040)

CONVERTIBLE PREFERRED STOCK DIVIDENDS          (1,489,818)       (22,500)     (1,512,318)        (45,000)
                                              ------------------------------------------------------------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS  $(2,496,016)    $ (579,019)   $ (3,023,722)    $(1,263,040)
                                              ============================================================

NET LOSS PER SHARE - BASIC AND DILUTED            $ (0.23)       $ (0.05)        $ (0.28)        $ (0.12)
                                              ============================================================

WEIGHTED AVERAGE COMMON  SHARES                 10,956,103     10,956,024      10,956,064      10,956,024
                                              ============================================================


See notes to unaudited consolidated financial statements.

                                      F-39



PATIENT INFOSYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
----------------------------------------------------------------------------------------------------------

                                                                            Six Months         Six Months
                                                                              Ended              Ended
                                                                          June 30, 2003      June 30, 2002
                                                                          (As Restated,
                                                                           see Note 10)
OPERATING ACTIVITIES:
                                                                                       
  Net loss                                                                 $ (1,511,404)     $ (1,218,040)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                              160,359           202,946
      Amortization of debt discount                                              713,846              -
      Gain on sale of property                                                      -                (400)
      Increase in accounts receivable, net                                     (113,814)          (49,292)
      Increase in prepaid insurance, expenses and other current assets          (16,080)          (14,430)
      Increase in accounts payable                                               191,089             1,941
      Increase in accrued salaries and wages                                      17,169            18,004
      Increase in accrued expenses                                               228,815           254,432
      Decrease in deferred revenue                                              (24,036)          (16,495)
                                                                        -----------------------------------

            Net cash used in operating activities                              (354,056)         (821,334)
                                                                        -----------------------------------
INVESTING ACTIVITIES:
  Notes receivable                                                           (2,050,000)              -
  Property and equipment additions                                              (25,932)           (6,412)
  Proceeds form the sale of property                                               -                   400
                                                                        -----------------------------------
          Net cash used in investing activities                              (2,075,932)           (6,012)
                                                                        -----------------------------------
FINANCING ACTIVITIES:
  Borrowing from directors                                                     1,050,000           855,000
  Borrowing from stockholders                                                  1,600,000              -
  Excersize of incentive stock options                                                36              -
                                                                        -----------------------------------

            Net cash provided by financing activities                          2,650,036           855,000
                                                                        -----------------------------------

NET INCREASE IN CASH AND CASH  EQUIVALENTS                                       220,048            27,654

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   5,011            29,449
                                                                        -----------------------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $ 225,059          $ 57,103
                                                                              ==========         ========

Supplemental disclosures of non-cash information
  Dividend declared on Convertible Preferred Stock                             $ 84,626          $ 45,000
                                                                             ==========          ========
  Beneficial conversion feature of Convertible Preferred Stock               $1,427,692
                                                                             ==========
  Debt discount associated with borrowing                                    $1,427,692
                                                                             ==========


See notes to unaudited consolidated financial statements.

                                      F-40



PATIENT INFOSYSTEMS, INC.


Notes to Unaudited  Consolidated Financial Statements for the period ended June
30, 2003

1.   The  accompanying  consolidated  financial  statements  for the three month
     periods ended June 30, 2003 and June 30, 2002 are unaudited and reflect all
     adjustments (consisting only of normal recurring adjustments) which are, in
     the  opinion  of  management,  necessary  for a  fair  presentation  of the
     financial  position and operating  results for the interim  periods.  These
     unaudited  consolidated  financial statements should be read in conjunction
     with the  audited  consolidated  financial  statements  and notes  thereto,
     together with management's  discussion and analysis of financial  condition
     and results of operations  contained in the Company's Annual Report on Form
     10-K for the year ended  December 31, 2002.  Certain 2002 amounts have been
     reclassified  to conform to 2003  presentations.  The results of operations
     for the six months ended June 30, 2003 are not  necessarily  indicative  of
     the results for the entire year ending December 31, 2003.

2.   On March 28, 2003, the Company  entered into an Amended and Restated Credit
     Agreement with Wells Fargo Bank Iowa,  N.A., which extended the term of the
     $3,000,000 credit facility to January 2, 2004, under substantially the same
     terms. Certain directors of the Company guaranteed this extension.

3.   The Company  borrowed  $1,050,000  for working  capital from Mr.  Pappajohn
     during the six month  period ended June 30,  2003.  On April 10, 2003,  the
     Company  replaced notes in the aggregate  principal amount of $500,000 owed
     to Mr.  Pappajohn  with a new note for the  principal  amount of  $900,000,
     representing  the amount due under the  original  notes plus an  additional
     $400,000 borrowed from Mr. Pappajohn for working capital.  As of August 15,
     2003, a total of $6,127,500  has been  borrowed from Mr.  Pappajohn and Dr.
     Schaffer  (both of whom are members of the Company's  Board of  Directors),
     inclusive of $256,985 unamortized debt discount, all of which is secured by
     the assets of the Company.

     On March 28, 2003, Mr.  Pappajohn and Dr.  Schaffer  signed a letter to the
     Company in which they made a commitment to obtain the operating  funds that
     the Company  believes  would be sufficient to fund its  operations  through
     December 31, 2003.  There can be no assurances  given that Mr. Pappajohn or
     Dr. Schaffer can raise either the required working capital through the sale
     of the Company's  securities or that the Company can borrow the  additional
     amounts needed.

4.   On  September  23,  2002,  the  Company  signed  an  agreement  to  acquire
     substantially  all the assets of American Care Source (ACS),  headquartered
     in Dallas, Texas. This Asset Purchase Agreement was amended and restated on
     April 10,  2003 and  further  amended on July 30,  2003  (hereinafter,  the
     amended and restated Asset Purchase  Agreement,  as amended, is referred to
     as the "Asset Purchase Agreement"). ACS is an ancillary healthcare benefits
     management company.  It provides a bridge connecting  healthcare payers and
     the  providers  of  ancillary  healthcare  services.  Ancillary  healthcare
     services  include a broad array of services that  supplement or support the
     care provided by hospitals  and  physicians,  including  the  non-physician
     services   associated  with  outpatient   surgery  centers,   free-standing
     diagnostic  imaging  centers,  home infusion,  durable  medical  equipment,
     orthotics  and  prosthetics,  laboratory  and many  other  services.  These
     ancillary  services are provided to patients as benefits under group health
     plans and workers'  compensation  plans. ACS manages the  administration of
     these ancillary healthcare benefits.

                                      F-41

5.   On April 10,  2003,  the  Company  entered  into a Note and Stock  Purchase
     Agreement, which the Company intends to amend (the "Note and Stock Purchase
     Agreement")  with  certain  investors  (the  "Investors"),   including  Mr.
     Pappajohn,  a member of the Board of Directors of the Company,  pursuant to
     which the  Investors  agreed to loan to the Company an  aggregate  of up to
     $3.5 million,  $500,000 of which replaces  notes payable to Mr.  Pappajohn,
     which were outstanding at March 31, 2003. In  consideration  for the loans,
     the  Company  signed a series of  promissory  notes and  intends to issue a
     total of 286,182 shares of Series D 9% Cumulative  Preferred Stock ("Series
     D Preferred  Stock") to the  Investors,  198,128 of such shares were issued
     and  outstanding at June 30, 2003.  During the quarter ended June 30, 2003,
     the  Company  borrowed  $2.5  million  under  the Note and  Stock  Purchase
     Agreement.  The notes bear  interest at a rate equal to the prime rate plus
     3% per annum and mature on September 30, 2003. The 286,182 shares of Series
     D Preferred  Stock are convertible  into up to 34,341,840  shares of common
     stock of the Company,  subject to the approval by the  stockholders  of the
     Company of an amendment to the Certificate of Incorporation, authorizing an
     increase in the number of outstanding shares of common stock of the Company
     necessary to provide for the issuance of common  stock upon  conversion  of
     such shares.  The 198,128 shares of Series D Preferred Stock outstanding at
     June 30, 2003 are convertible into 23,775,360 shares of common stock valued
     at  $3,328,550.  The total value  received by the lenders was $5,828,550 in
     the combined stock and notes (the "Consideration").  In accordance with APB
     Opinion  No. 14, a portion of the cash  received  totaling  $1,427,692,  is
     allocable to equity resulting in a debt discount in the same amount,  which
     is amortized  over the life of the loan.  Holders of the Series D Preferred
     Stock  have the  right to  elect  two  members  of the  Company's  Board of
     Directors.  Upon closing of a private  placement of a minimum of $4 million
     in value of  additional  shares of Series D  Preferred  Stock and after the
     closing of the proposed  acquisition of ACS, as  contemplated  by the Asset
     Purchase  Agreement,  any  notes  issued  pursuant  to the Note  and  Stock
     Purchase  Agreement  are  convertible  into Series D Preferred  Stock.  The
     purpose of the loan from the  Investors is to provide  funds to the Company
     for it to  loan  to  ACS in  order  to  provide  working  capital  for  the
     operations of ACS.

     Simultaneously  with the closing of the Note and Stock Purchase  Agreement,
     the Company and ACS entered into a Credit Agreement subsequently amended on
     July 30, 2003 (the "Credit Agreement") pursuant to which the Company agreed
     to loan to ACS up to an  aggregate  of $3.4  million  secured by all of the
     assets of ACS. As of June 30,  2003,  the Company had notes  receivable  of
     $2.25 million from ACS. Patient Infosystems  received a warrant to purchase
     18,050  shares  of  common  stock  of ACS,  exercisable  only if the  Asset
     Purchase Agreement with ACS is terminated.  Additional warrants to purchase
     ACS common  stock may be issued  depending  on the total amount of funds it
     borrows from the Company under the Credit Agreement.

6.   The  calculations  for the basic and diluted loss per share were based upon
     loss attributable to common stockholders of $2,496,016 and $3,023,722 and a
     weighted  average  number of common shares  outstanding  of 10,956,103  and
     10,956,064  for the  three  and six  month  periods  ended  June  30,  2003
     respectively.  The  calculations  for the basic and diluted  loss per share
     were based upon loss  attributable  to common  stockholders of $579,019 and
     $1,263,040 and a weighted  average  number of common shares  outstanding of
     10,956,024  for both the three and six month  periods  ended June 30,  2002
     respectively.  Options totaling  1,114,040 and 1,115,740 to purchase shares
     of common stock were  outstanding  but not included in the  computation  of
     diluted loss per share for the three and six month  periods  ended June 30,
     2003  and  2002,   respectively,   because  the  effect   would  have  been
     antidilutive due to the net loss in those periods.

                                      F-42


7.   The  accompanying  unaudited  consolidated  financial  statements have been
     prepared on a going concern basis,  which  contemplates  the realization of
     assets  and  the  satisfaction  of  liabilities  in the  normal  course  of
     business.  As shown in the accompanying  unaudited  consolidated  financial
     statements,  the Company incurred a net loss for the six month period ended
     June 30, 2003 of $1,006,198 and had negative  working capital of $9,169,326
     and a stockholders'  deficit of $8,838,539 at June 30, 2003. These factors,
     among others, may indicate that the Company will be unable to continue as a
     going concern.

     The  unaudited   consolidated  financial  statements  do  not  include  any
     adjustments  relating to the recoverability of assets and classification of
     liabilities  that  might be  necessary  should  the  Company  be  unable to
     continue as a going concern.  The Company's  ability to continue as a going
     concern is dependant upon its ability to generate  sufficient  cash flow to
     meet its  obligations.  Management  is currently  assessing  the  Company's
     operating   structure  for  the  purpose  of  reducing  ongoing   expenses,
     increasing  sources of revenue and is  negotiating  the terms of additional
     debt or equity financing.

8.   Stock-Based  Compensation  - In 2002,  the  Company  adopted  Statement  of
     Financial   Accounting   Standards   ("SFAS")  No.  148,   "Accounting  for
     Stock-Based  Compensation  -  Transition  and  Disclosure."  This  standard
     provides alternative methods of transition for voluntary change to the fair
     value based method of accounting  for  stock-based  employee  compensation.
     Additionally,  the standard  also  requires  prominent  disclosures  in the
     Company's  financial  statements  about the method of  accounting  used for
     stock-based employee  compensation,  and the effect of the method used when
     reporting financial statements.

     The Company  accounts for stock-based  compensation in accordance with SFAS
     No. 123,  "Accounting for Stock-Based  Compensation".  As permitted by SFAS
     No. 123, the Company continues to measure compensation for such plans using
     the intrinsic  value based method of  accounting,  prescribed by Accounting
     Principles Board ("APB"),  Opinion No. 25,  "Accounting for Stock Issued to
     Employees."   Had   compensation   cost  for  the   Company's   stock-based
     compensation  plans been determined  based on the fair value at the date of
     grant for  awards  consistent  with the  provisions  of SFAS No.  123,  the
     Company's net loss and net loss per share would have been  increased to the
     pro forma amounts indicated below:



                                         Three Months Ended              Six Months Ended
                                              June 30,                       June 30,
                                          2003           2002           2003           2002
     Net loss attributable to common
                                                                        
     shareholders - as reported       ($2,496,016)     ($579,019)   ($3,023,722)    ($1,263,040)

     Stock Compensation expense       (    30,828)     (  33,565)   (    57,162)    (    67,802)
                                      ------------     ----------   ------------    ------------
     Net loss - pro forma             ($2,526,844)     ($612,584)   ($3,080,884)    ($1,330,842)

     Net loss per share - basic
       and diluted - as reported           ($0.23)        ($0.05)        ($0.28)         ($0.12)

     Net loss per share - basic
       and diluted - pro forma             ($0.23)        ($0.06)        ($0.28)         ($0.12)


     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option-pricing model using an assumed risk-free interest
     rates of 3.45% as of June 30,  2003 and an  expected  life of 7 years.  The
     assumed  dividend yield was zero. The Company has used a volatility  factor
     of 1.75 for the year  ended  June  30,  2003.  For  purposes  of pro  forma
     disclosure, the estimated fair value of each option is amortized to expense
     over that option's vesting period and only the compensation expense related
     to the three and six month  periods  ended June 30, 2002 and 2003 were used
     to adjust the net loss on a pro forma basis.

9.   Changes in  additional  paid in capital for the six month period ended June
     30, 2003 were as follows:

     Balance as of December 31, 2002                           $ 24,132,153

     Series C dividends                                            (45,000)
     Series D dividends                                            (39,626)
     Value of 198,128 shares of Series D issued
         Portion of Debt Allocated to Stock                       1,427,692
         Beneficial Conversion Feature                            1,427,692
         Par value of Series D shares, par $0.01                    (1,981)
     Value of 400 shares common stock issued                             36
         Par value of common issued, par $0.01                          (4)
                                                        --------------------
                                                               $ 26,900,962
                                                        ====================

10.  Subsequent  to the  issuance of its  financial  statements  for the quarter
     ended June 30,  2003,  the Company  determined  that it  accounted  for the
     issuance of preferred stock incorrectly.  The Company had accounted for the
     issuance of the  preferred  stock under  Statement of Financial  Accounting
     Standards ("SFAS") No. 123, "Accounting for Stock Based Compensation",  and
     incorrectly  recorded an asset for debt issuance costs of $3,328,550 with a
     corresponding  increase to equity.  Since the preferred stock was issued in
     connection with borrowing by the Company, the Company should have accounted
     for the  issuance of the  preferred  stock in  accordance  with  Accounting
     Principles  Board Option No. 14 ("APB No. 14").  Accordingly,  a portion of
     the borrowing must be allocated to the preferred  stock which gives rise to
     a debt discount  associated with the borrowings.  The total borrowings were
     $2,500,000 in the second quarter ended June 30, 2003 and the resulting debt
     discount and value assigned to the preferred stock totaled $1,427,692.  The
     debt discount is amortized  over the term of the  borrowings,  which is six
     months.  Additionally, a beneficial conversion feature has arisen since the
     value recorded for the preferred  stock,  which is convertible  into common
     stock,  totaling $1,427,692 is less than the fair value of the common stock
     totaling  $3,328,550.  While the resulting  beneficial  conversion  feature
     totals  $1,900,858,  the Company can only  record a  beneficial  conversion
     equal to the value of the preferred stock recorded, $1,427,692. Such amount
     is reflected in the net loss  attributable to common  stockholders  for the
     three and six month periods ended June 30, 2003 because the preferred stock
     is immediately convertible into the Company's common stock.

     The principal  effects of the  restatement  are summarized in the following
     table:

     As of June 30, 2003:

                                                  As Reported     As Restated
Debt issuance costs                             $    1,664,275 $         -
Total assets                                    $    5,147,058 $    3,482,783
  Borrowings from directors                     $    6,127,500 $    5,870,516
  Borrowings from shareholders                  $    1,600,000 $    1,143,138
  Total current liabilities                     $   13,035,168 $   12,321,322
  Additional paid-in capital                    $   27,374,128 $   26,900,962
  Accumulated deficit                           $ (35,374,783) $ (35,852,046)
  Total stockholders' deficit                   $  (7,888,110) $  (8,838,539)
Total liabilities and stockholders' deficit     $    5,147,058 $    3,482,783


                                 Three Months Ended        Six Months Ended
                                   June 30,  2003           June 30, 2003
                            As reported   As Restated   As reported  As Restated

Financing Costs             $(1,664,275) $  (713,846)  $(1,664,275) $  (713,846)
Net loss                    $(1,956,627) $(1,006,198)  $(2,461,833) $(1,511,404)
Convertible preferred
   stock dividends          $   (62,126) $(1,489,818)  $   (84,626) $(1,512,318)
Net loss attributable to
   common stockholders      $(2,018,753) $(2,496,016)  $(2,546,459) $(3,023,722)
Net loss per share
   basic and diluted        $     (0.18) $     (0.23)  $     (0.23) $     (0.28)



                                      F-43

                         American CareSource Corporation
                            Condensed Balance Sheets



                                           June 30,          December 31,
                                            2003                  2002
----------------------------------------------------------------------------
                                        (Unaudited) (Audited)
Assets

Current assets
                                                 
     Cash and cash equivalents      $        42,463    $          158,968
     Accounts receivable                    460,977               958,334
     Prepaid and other                       23,098                17,352
----------------------------------------------------------------------------
Total current assets                        526,538             1,134,654

Property and equipment, net                 193,311               207,926
----------------------------------------------------------------------------
Total assets                        $       719,849    $        1,342,580
----------------------------------------------------------------------------


                                      F-44


                         American CareSource Corporation
                            Condensed Balance Sheets



                                                              June 30,            December 31,
                                                                2003                    2002
----------------------------------------------------------------------------------------------
                                                         (Unaudited) (Audited)
Liabilities and Stockholders' Deficit

Current liabilities
                                                                  
     Bank overdrafts                               $          14,311    $                  -
     Due to service providers                                735,041               1,519,757
     Accounts payable and accrued liabilities              1,180,425               1,190,764
     Current maturities of long-term debt                  2,666,105                 460,823
----------------------------------------------------------------------------------------------
Total current liabilities                                  4,595,882               3,171,344

Long-term debt, substantially due to stockholders,
    less current maturities                                2,429,481               2,382,406
----------------------------------------------------------------------------------------------
Total liabilities                                          7,025,363               5,553,750
----------------------------------------------------------------------------------------------

Stockholders' Deficit
     Common stock                                          4,500,100               4,500,100
     Accumulated deficit                                 (10,805,614 )            (8,711,270 )
----------------------------------------------------------------------------------------------
Total stockholders' deficit                               (6,305,514 )            (4,211,170 )
----------------------------------------------------------------------------------------------
Total liabilities and stockholders' deficit        $         719,849    $          1,342,580
----------------------------------------------------------------------------------------------

                         See notes to condensed financial statements (unaudited)

                                      F-45


                         American CareSource Corporation
                       Condensed Statements of Operations



Three Months Ended June 30,                                    2003                    2002
---------------------------------------------------------------------------------------------
                                                      (Unaudited) (Unaudited)
Revenues
                                                                 
     Ancillary health                               $     2,100,625    $          2,316,086
     Patient claims                                          97,889                 124,547
---------------------------------------------------------------------------------------------
                                                          2,198,514               2,440,633

Costs of revenues                                         2,555,861               2,801,778
---------------------------------------------------------------------------------------------
Contribution Deficit                                       (357,347 )             (361,145)
---------------------------------------------------------------------------------------------
Operating Expenses:
     Selling, general and administrative expenses           538,272                 633,280
     Depreciation and amortization                           23,611                  25,867
---------------------------------------------------------------------------------------------
Total Operating Expenses                                    561,883                 659,147
---------------------------------------------------------------------------------------------
Operating Loss                                             (919,230 )            (1,020,292 )

Interest expense                                             80,424                 142,312
---------------------------------------------------------------------------------------------
Net Loss                                            $      (999,654 )  $         (1,162,604 )
---------------------------------------------------------------------------------------------
Loss per Share - Basic and Diluted                  $        (35.08 )  $             (58.13 )
---------------------------------------------------------------------------------------------
Weighted Average Common Shares                               28,500                  20,000
---------------------------------------------------------------------------------------------


                         See notes to condensed financial statements (unaudited)



Six Months Ended June 30,                                  2003                    2002
---------------------------------------------------------------------------------------------
                                                      (Unaudited) (Unaudited)
Revenues
                                                                 
     Ancillary health                               $     4,577,569    $          3,765,490
     Patient claims                                         202,562                 263,704
---------------------------------------------------------------------------------------------
                                                          4,780,131               4,029,194

Costs of revenues                                         5,532,164               4,799,630
---------------------------------------------------------------------------------------------
Contribution Deficit                                       (752,033 )              (770,436 )
---------------------------------------------------------------------------------------------
Operating Expenses:
     Selling, general and administrative expenses         1,174,669               1,266,560
     Depreciation and amortization                           44,605                  49,163
---------------------------------------------------------------------------------------------
Total Operating Expenses                                  1,219,274               1,315,723
---------------------------------------------------------------------------------------------
Operating Loss                                           (1,971,307 )            (2,086,159 )

Interest expense                                            123,037                 237,619
---------------------------------------------------------------------------------------------
Net Loss                                            $    (2,094,344 )  $         (2,323,778 )
---------------------------------------------------------------------------------------------
Loss per Share - Basic and Diluted                  $        (73.49 )  $            (116.19 )
---------------------------------------------------------------------------------------------
Weighted Average Common Shares                               28,500                  20,000
---------------------------------------------------------------------------------------------

                         See notes to condensed financial statements (unaudited)

                                      F-46


                         American CareSource Corporation
                       Condensed Statements of Cash Flows



Increase (Decrease) in cash and cash equivalents
Six Months Ended June 30,                                         2003                  2002
-----------------------------------------------------------------------------------------------
                                                           (Unaudited)
(Unaudited)
Operating Activities:
                                                                    
     Net loss                                          $    (2,094,344 )  $      (2,323,778)
     Adjustments to reconcile net loss to net cash used
        in operating activities:
         Depreciation and amortization                          44,605                49,163
           Changes in operating assets and liabilities
              Accounts receivable                              497,357              (593,407 )
              Prepaid and other current assets                  (5,746 )             (13,176 )
              Bank overdraft                                    14,311               539,054
              Due to service providers                        (784,716 )             625,592
              Accounts payable and accrued liabilities         (10,339 )             418,838
-----------------------------------------------------------------------------------------------
Net cash used in operating activities                       (2,338,872 )          (1,297,714 )
-----------------------------------------------------------------------------------------------
Cash Used in Investing Activities
     Purchase of property and equipment                        (29,990 )             (79,524 )
-----------------------------------------------------------------------------------------------
Financing Activities:
     Proceeds from long-term debt                            2,380,562             1,626,457
     Principal payments on long term debt                     (128,205 )            (266,677 )
-----------------------------------------------------------------------------------------------
Net cash provided by financing activities                    2,252,357             1,359,780
-----------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                     (116,505 )             (17,458 )

Cash and cash equivalents, beginning of year                   158,968                17,827
-----------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period               $        42,463    $              369
-----------------------------------------------------------------------------------------------
Supplemental Cash Flow Information:
     Cash paid for interest                            $        27,165    $           68,648
-----------------------------------------------------------------------------------------------

                         See notes to condensed financial statements (unaudited)

                                      F-47


                         American CareSource Corporation
                     Notes to Condensed Financial Statements


1.   Organization

     American CareSource Corporation (the "Company"),  an Indiana C Corporation,
     was formed in October  1997.  It is in the business of  providing  national
     administration,  coordination  and case management of ancillary  healthcare
     services for employment  groups through separate  contracts with a national
     network of providers and it provides  administration  of patient claims for
     health care organizations.

2.   Basis of Presentation

     The information as of June 30, 2003 and for the three months and six months
     ended June 30, 2003 and June 30, 2002, is unaudited,  but in the opinion of
     management,  reflects  all  adjustments,  which  are of a normal  recurring
     nature,  necessary  for a  fair  presentation  of the  financial  position,
     operating   results  and  cash  flows  for  the  interim   periods.   These
     accompanying  condensed financial  statements should be read in conjunction
     with the audited financial  statements and notes thereto for the year ended
     December 31, 2002.

     The results of  operations  for the three  months and six months ended June
     30, 2003 are not necessarily  indicative of the results for the entire year
     ending December 31, 2003.

3.   Summary of Significant Accounting Policies

     Going Concern - The accompanying  unaudited condensed financial  statements
     have  been  prepared  on a going  concern  basis,  which  contemplates  the
     realization  of assets and the  satisfaction  of  liabilities in the normal
     course of business.

     As shown in the accompanying unaudited condensed financial statements,  the
     Company  incurred a net loss for the six month period  ended of  $2,094,344
     and had negative  cash flows from  operations  of  $2,338,872.  At June 30,
     2003,  the Company had a negative  working  capital of $4,069,344 and a net
     stockholders'  deficit of $6,305,514.  Management  anticipates  the Company
     will not  generate  positive  cash flows from  operations  until the fourth
     quarter of 2004. These conditions,  combined with those discussed in Note 1
     of the December 31, 2002 audited  financial  statements,  raise substantial
     doubt  about the  Company's  ability to continue  as a going  concern.  The
     financial  statements do not include any adjustments that might result from
     the outcome of this uncertainty.

     Under the sale of assets agreement with Patient Infosystems,  Inc. ("PATI")
     dated  September 23, 2002 and amended April 10, 2003,  and further  amended
     July 30,  2003,  PATI will invest not less than  $4,000,000  in the Company
     (see Note 4).  Management  believes such funding will enable the Company to
     expand  operations,  increase revenues and fund operations until the end of
     2003.

     Earnings Per Common Share - Basic  earnings per share is computed  based on
     the  weighted  average  number of  shares  outstanding  during  each of the
     periods.  Warrants  to  purchase  18,050 and 0 shares of common  stock were
     outstanding  for the three  months and six months  ended June 30,  2003 and
     2002, respectively. The impact of these warrants is not included in diluted
     earnings per share as the effect would be  anti-dilutive.  No stock options
     were  outstanding  for the three  months and six months ended June 30, 2003
     and 2002, respectively.

     New Accounting Policies - In June 2002, the Financial  Accounting Standards
     Board  issued  Statement  of  Financial   Accounting   Standards  No.  146,
     Accounting  for Costs  Associated  with Exit or Disposal  Activities  (SFAS
     146), which addresses  accounting for restructuring and similar costs. SFAS
     No. 146  supersedes  previous  accounting  guidance,  principally  Emerging
     Issues  Task  Force  (EITF)  Issue No.  94-3.  SFAS 146  requires  that the
     liability  for  costs  associated  with  an exit or  disposal  activity  be
     recognized when the liability is incurred. Under EITF No. 94-3, a liability
     for an exit cost was recognized at the date of a company's commitment to an
     exit plan. SFAS 146 also establishes that the liability should initially be
     measured and recorded at fair value.  Accordingly,  SFAS 146 may affect the
     timing of  recognizing  future  restructuring  costs as well as the  amount
     recognized.  Adoption of this standard did not have any immediate effect on
     the Company's financial statements.

                                      F-48


     In January  2003,  the  Financial  Accounting  Standards  Board issued FASB
     Interpretation  No. 46,  Consolidation of Variable  Interest  Entities,  an
     interpretation  of  Accounting   Research  Bulletin  No.  51,  Consolidated
     Financial  Statements  (FIN No. 46).  FIN No. 46  explains  how to identify
     variable interest entities and how an enterprise  assesses its interests in
     a variable  interest entity,  to decide whether to consolidate that entity.
     The  Interpretation  requires  existing  unconsolidated  variable  interest
     entities to be consolidated by their primary  beneficiaries if the entities
     do not  effectively  disperse risks among parties  involved.  FIN No. 46 is
     effective  immediately for variable interest entities created after January
     31, 2003, and to variable interest entities in which an enterprise  obtains
     an interest after that date. The Interpretation applies in the first fiscal
     year or interim period beginning after June 15, 2003, to variable  interest
     entities in which an enterprise holds a variable  interest that it acquired
     before  February  1,  2003.  Adoption  of this  standard  did not  have any
     immediate effect on the Company's financial statements.

     In December 2002, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards  No. 148,  Accounting  for  Stock-Based
     Compensation - Transition and Disclosure (SFAS 148), which amends SFAS 123;
     Accounting for Stock-Based Compensation,  to provide alternative methods of
     transition  for a  voluntary  change  to the fair  value  based  method  of
     accounting for stock-based  employee  compensation.  In addition,  SFAS 148
     amends  the  disclosure  requirements  of  SFAS  123 to  require  prominent
     disclosures  in both  annual and  interim  financial  statements  about the
     method of accounting for stock-based  employee  compensation and the effect
     of the method used in reported financial results. SFAS 148, paragraphs 2(a)
     - 2(e),  are  effective for  financial  statements  for fiscal years ending
     after December 15, 2002. SFAS 148, paragraph 2(f), and the amendment to APB
     Opinion  No.  28,  Interim  Financial  Reporting,  shall be  effective  for
     financial reports  containing  condensed  financial  statements for interim
     periods  beginning after December 15, 2002.  Earlier adoption is permitted.
     Adoption  of this  standard  did  not  have  any  immediate  effect  on the
     Company's financial statements.

     In April 2003, the Financial Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 149,  Amendment of  Statement  133 on
     Derivative Instruments and Hedging Activities (SFAS 149), which amends SFAS
     133, Accounting for Derivative Instruments and Hedging Activities, to amend
     and clarify financial  accounting and reporting for derivative  instruments
     embedded in other contracts  (collectively  referred to as derivatives) and
     hedging  activities.  SFAS 149 is effective for  contracts  entered into or
     modified  after June 30, 2003.  Adoption of this  standard did not have any
     immediate effect on the Company's financial statements.

     In May 2003, the Financial  Accounting  Standards Board issued Statement of
     Financial  Accounting  Standards No. 150,  Accounting for Certain Financial
     Instruments with Characteristics of Both Liabilities and Equity (SFAS 150),
     which  establishes  standards  for how an issuer  classifies  and  measures
     certain financial instruments with characteristics of both debt and equity.
     It requires that an issuer  classify a financial  instrument that is within
     its scope as a liability (or an asset in some  circumstances)  because that
     financial  instrument embodies an obligation to the issuer.  Effective June
     30, 2003,  the Company  adopted SFAS 150, which will not have any immediate
     effect on the Company's financial statements. Adoption of this standard did
     not have any immediate effect on the Company's financial statements.

4.   Agreement for Purchase and Sale of Assets

     On September 23, 2002 (amended  April 10, 2003 and further  amended on July
     30, 2003), the Company entered into a Sale of Assets agreement with Patient
     Infosystems, Inc. ("PATI"), whereby PATI will purchase all of the Company's
     assets  and  assume  substantially  all of  the  Company's  liabilities  in
     consideration  and  exchange for PATI  issuing  2,091,366  shares of common
     stock.  PATI is a public  company,  listed under the ticker symbol of PATI.
     PATI will  complete a private  placement of securities  effective  with the
     closing of the asset purchase  agreement that will result in gross proceeds
     of not less than $4,000,000,  which shall include $3,400,000 in the form of
     debt issued prior to the closing of the Sale of Assets agreement.

     As of August 29,  2003,  the Company has received  $2,850,000  from PATI in
     bridge loans for working capital.  In conjunction with the agreement,  PATI
     received  warrants to purchase ACS common  stock,  exercisable  only if the
     Sale of Assets agreement with PATI is terminated.

     Per the amended Credit Agreement,  dated July 30, 2003, additional warrants
     to  purchase   11,220  shares  of  ACS  common  stock  will  be  issued  as
     consideration  for  increasing  the  aggregate  amount  of the  loans  from
     $2,250,000 to $3,400,000. As of August 29, 2003, PATI has received warrants
     to purchase  23,905 shares of ACS common stock.  No  adjustments  have been
     made in the  financial  statements  for the  issuance of these  warrants as
     management considers their value to be deminimis.

                                      F-49



                                   APPENDIX A

                         CERTIFICATE OF AMENDMENT TO THE
                         CERTIFICATE OF INCORPORATION OF
                            PATIENT INFOSYSTEMS, INC.


     It is hereby certified that:

     1.  The  name  of  the  corporation  is  Patient  Infosystems,   Inc.  (the
"Corporation").

     2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article 1 in its entirety and by  substituting  in lieu thereof the
following:

          1. The name of the Corporation is American CareSource Corporation.

     3. The Certificate of Incorporation of the Corporation is hereby amended by
striking out the first sentence of Article 4(a) thereof and by  substituting  in
lieu of said sentence the following new sentence:

          "The total number of shares which the Corporation shall have authority
     to issue is 100,000,000  shares of capital stock,  divided into  80,000,000
     shares of Common Stock, par value $.01 per share, and 20,000,000  shares of
     Preferred Stock, par value $.01 per share."

     4. The Certificate of Incorporation of the Corporation is hereby amended by
adding the following Article 4(c):

          Effective 12:01 am on __________,  2003 (the "Effective  Time") each 1
     share of Common Stock of the Corporation issued and outstanding immediately
     prior to the Effective  Time ("Old Common  Stock") shall  automatically  be
     combined,  without any action on the part of the holder thereof,  into 1/12
     of 1 share of fully paid and nonassessable  Common Stock of the Corporation
     ("New  Common  Stock"),  subject  to  the  treatment  of  fractional  share
     interests described below.

     Following  the  Effective  Time,  each holder of Old Common  Stock shall be
entitled to receive upon surrender of such holder's certificate(s)  representing
Old Common Stock  (whether one or more,  "Old  Certificates")  for  cancellation
pursuant to procedures adopted by the Corporation, a certificate(s) representing
the  number of whole  shares of New  Common  Stock  (whether  one or more,  "New
Certificates")  into which and for which the shares of Old Common Stock formerly
represented by such Old Certificates so surrendered are  reclassified  under the
terms  hereof.  From and  after  the  Effective  Time,  Old  Certificates  shall
represent only the right to receive New Certificates and, where applicable, cash
in lieu of fractional shares, as provided below.




                                      A-1



     No fractional shares of Common Stock of the Corporation shall be issued. No
stockholder of the  Corporation  shall transfer any fractional  shares of Common
Stock of the  Corporation.  The  Corporation  shall not  recognize  on its stock
record books any purported  transfer of any fractional  share of Common Stock of
the  Corporation.  A holder of Old  Certificates at the Effective Time who would
otherwise  be entitled to a fraction of a share of New Common  Stock  shall,  in
lieu  thereof,  be entitled to receive a cash  payment in an amount equal to the
fraction to which the stockholder would otherwise be entitled  multiplied by the
per share closing bid price of the Common Stock on the day immediately  prior to
the Effective Time, as reported the Over-the-Counter Bulletin Board.

     5. The amendments of the Certificate of Incorporation herein certified have
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.

     6. The effective time of the amendments  herein certified shall be the date
of filing of this Certificate of Amendment.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be  duly  executed  in its  corporate  name  on  this  ___  day of
_________, 2003.


                                        PATIENT INFOSYSTEMS, INC.


                                        By:  ________________________
                                      Name:
                                     Title:




                                      A-2


                                   APPENDIX B

                            PATIENT INFOSYSTEMS, INC.
                  SECOND AMENDED AND RESTATED STOCK OPTION PLAN


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

     2. Administration.

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

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




                                      B-1



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

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

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

     4. Shares Subject to Options.

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

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




                                      B-2



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

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

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

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

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

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

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

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

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



                                      B-3




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

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

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

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

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

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



                                      B-4




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

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

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

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

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



                                      B-5




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

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

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

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

Date approved by

Board of Directors -
                     ---------------

Shareholders -
                --------------------


                                      B-6

                                   Appendix C


                         AMENDED AND RESTATED AGREEMENT


                                       for


                           PURCHASE AND SALE OF ASSETS




                                      among




                        PATIENT INFOSYSTEMS, INC. (PATI)




                                       and





                AMERICAN CARESOURCE CORPORATION formerly known as
                           HEALTH DATA SOLUTIONS, INC.




                                       and




                        THE STOCKHOLDERS SIGNATORY HERETO





                                      Dated
                                 April 10, 2003










                                       -i-





                                TABLE OF CONTENTS

                                      Page

ARTICLE 1 PURCHASE AND SALE OF ASSETS........................................2

   1.1      Transfer of Assets...............................................2

   1.1.1    Tangible Personal Property.......................................2

   1.1.2    Contracts and Related Rights.....................................2

   1.1.3    Warranties.......................................................2

   1.1.4    Advances.........................................................3

   1.1.5    Prepaid Items....................................................3

   1.1.6    Receivables......................................................3

   1.1.7    Governmental Authorizations......................................3

   1.1.8    Trade Names......................................................3

   1.1.9    Intellectual Property............................................3

   1.1.10   Records..........................................................3

   1.1.11   Office Leases....................................................3

   1.1.12   Tax Refunds......................................................3

   1.1.13   Other Assets.....................................................4

   1.2      Excluded Assets..................................................4

   1.2.1    Corporate Matters................................................4

   1.2.2    Transaction Documents............................................4

   1.2.3    Funded Plans.....................................................4

   1.2.4    Other Excluded Assets............................................4

ARTICLE 2 PAYMENT FOR THE ASSETS.............................................4

   2.1      Delivery of the Purchase Consideration...........................4

   2.2      Assumption of Liabilities........................................5

   2.3      Retained Liabilities.............................................5

   2.4      Allocation of Purchase Consideration.............................5

ARTICLE 3 CLOSING 5

   3.1      Closing Date.....................................................5

   3.2      Conditions to PATI's Obligation to Consummate the Closing........6

   3.2.1    Representations and Warranties...................................6

   3.2.2    Covenants........................................................6

   3.2.3    Deliveries by ACS................................................6

            3.2.3.1  Closing Certificate.....................................6

            3.2.3.2  Assignment of Contracts.................................6

            3.2.3.3  Opinion of ACS Counsel..................................6

            3.2.3.4  Shareholder Representation Letter.......................6

            3.2.3.5  Conveyance Instruments..................................6

            3.2.3.6  Customer Contracts......................................7

            3.2.3.7  Vendor/supplier contracts...............................7

            3.2.3.8  Contracts...............................................7

            3.2.3.9  Consents................................................7

            3.2.3.10 Authorizations..........................................7

   3.2.4    Possession by PATI...............................................8

   3.2.5    Failure to Obtain Third Party Consents...........................8

   3.2.6    Voting Agreement.................................................8

   3.2.7    Further Assurances by ACS........................................8

   3.3      Conditions to ACS's Obligation to Consummate the Agreement.......8

   3.3.1    Representations and Warranties...................................8

   3.3.2    Covenants........................................................9

   3.3.3    Deliveries by PATI...............................................9

            3.3.3.1  Closing Certificate.....................................9

            3.3.3.2  Assignment of Contracts.................................9

            3.3.3.3  Vendor/supplier contracts...............................9

            3.3.3.4  Customer Agreements.....................................9

            3.3.3.5  Opinion of PATI's Counsel...............................9

            3.3.3.6  Authorizations..........................................9

            3.3.3.7  Other Agreements and Documents Required for Closing.....9

   3.3.4    Private Placement................................................10

   3.3.5    Voting Agreement.................................................10

   3.3.6    Further Assurances of PATI.......................................10

ARTICLE 4 REPRESENTATIONS AND WARRANTIES.....................................10

   4.1      Representations and Warranties of PATI and PATI Stockholders.....10

   4.1.1    Organization of PATI.............................................11

   4.1.2    Power and Authority..............................................11

   4.1.3    Execution, Delivery and Enforceability...........................11

   4.1.4    Conflicts........................................................11

   4.1.5    Litigation.......................................................11

   4.1.6    No Broker........................................................12

   4.1.7    Capitalization...................................................12

   4.1.8    Filings with the SEC.............................................12

   4.1.9    Financial Statements.............................................12

   4.1.10   Undisclosed Liabilities..........................................13

   4.1.11   Litigation.......................................................13

   4.1.12   Legal Compliance.................................................13

   4.1.13   Taxes............................................................13

   4.1.14   Restrictions.....................................................14

   4.1.15   Disclosure.......................................................14

   4.2      Representations and Warranties of ACS and ACS Stockholders.......14

   4.2.1    Organization of ACS..............................................14

   4.2.2    Power and Authority..............................................14

   4.2.3    Execution, Delivery and Enforceability...........................15

   4.2.4    Conflicts........................................................15

   4.2.5    Litigation.......................................................15

   4.2.6    ACS Capitalization...............................................15

   4.2.7    Subsidiaries.....................................................16

   4.2.8    Financial Statements.............................................16

   4.2.9    No Undisclosed Liabilities.......................................16

   4.2.10   Premises.........................................................17

   4.2.11   Title to and Character of Assets.................................17

   4.2.12   Contracts........................................................17

   4.2.13   Accounts Receivable..............................................18

   4.2.14   Employee Matters; Employee Benefit Plans.........................18

   4.2.15   Governmental Authorizations......................................19

   4.2.16   Consents.........................................................19

   4.2.17   Insurance........................................................19

   4.2.18   Intellectual Property............................................19

   4.2.19   Litigation.......................................................20

   4.2.20   Legal Compliance.................................................20

   4.2.21   Taxes............................................................20

   4.2.22   ACS Restrictions.................................................21

   4.2.23   No HSR Filing Required...........................................21

   4.2.24   No Broker........................................................21

   4.2.25   Solvency.........................................................21

   4.2.26   Disclosure.......................................................21

   4.2.27   Conditions Affecting Business....................................21

   4.2.28   Sufficiency of Assets............................................22

   4.2.29   No Corporate Practice............................................22

   4.3      Representations and Warranties of Each Signing Stockholder.......22

   4.3.1    Legal Capacity...................................................22

   4.3.2    Execution, Delivery, and Enforceability..........................22

   4.3.3    Conflicts........................................................22

   4.3.4    Compliance With Applicable Laws..................................23

ARTICLE 5 COVENANTS..........................................................23

   5.1      Best Efforts to Consummate the Sale..............................23

   5.2      Access to ACS and PATI...........................................23

   5.3      Operation of ACS and PATI Pending the Sale.......................23

   5.3.1    Representations and Warranties...................................23

   5.3.2    Operate the Business in the Ordinary Course......................24

   5.3.3    Maintain Goodwill................................................24

   5.3.4    No Material Adverse Change.......................................24

   5.3.5    No Dividends.....................................................24

   5.3.6    Maintain Assets..................................................24

   5.3.7    Disposition of Assets............................................24

   5.3.8    Acquisition of Assets............................................24

   5.3.9    Borrow Money.....................................................24

   5.3.10   Make Payments....................................................25

   5.3.11   Pay Taxes........................................................25

   5.3.12   No Liens.........................................................25

   5.3.13   No Changes to Contracts..........................................25

   5.3.14   Perform Obligations..............................................25

   5.3.15   Insurance Coverage...............................................25

   5.3.16   No Changes in Accounting Principles..............................25

   5.3.17   Benefit Plans....................................................25

   5.3.18   Loans to Affiliates..............................................26

   5.3.19   Payments to Affiliates...........................................26

   5.3.20   No Agreements Concerning the Foregoing...........................26

   5.4      Changes to the Information Disclosed on the Schedules............26

   5.5      Representations, Warranties, and Covenants.......................26

   5.6      Satisfaction of the Closing Conditions...........................26

   5.7      No Shopping......................................................27

   5.8      Funding of Operations............................................27

   5.9      Transferability of PATI Common Stock.............................27

ARTICLE 6 INDEMNIFICATION....................................................28

   6.1      Survival; Indemnification Obligation.............................28

   6.1.1    Survival.........................................................28

   6.1.2    Indemnification by ACS and Sellers...............................28

   6.1.3    Indemnification by PATI..........................................28

   6.2      Indemnification Procedure........................................29

   6.2.1    Defense of a Claim...............................................29

   6.2.2    Participation of the Indemnitee..................................29

   6.2.3    Settlement of Claims.............................................29

   6.2.4    Cooperation......................................................29

ARTICLE 7 POST-CLOSING COVENANTS.............................................30

   7.1      Tax Liabilities..................................................30

   7.2      Assumed Liabilities..............................................30

   7.3      Payments Received................................................30

   7.4      Access to Records................................................30

   7.5      Employees........................................................30

   7.6      Use of Name......................................................31

   7.7      Non-Competition..................................................32

   7.8      No Disclosure of Confidential Information........................32

   7.8.1    Non-Disclosure Obligation of Sellers.............................32

   7.8.2    Non-Disclosure Obligation of PATI................................32

   7.8.3    Judicial Enforcement.............................................32

   7.9      Reasonableness...................................................33

   7.10     Private Placement................................................33

   7.11     Cooperation......................................................33

ARTICLE 8 TERMINATION........................................................34

   8.1      Termination of this Agreement....................................34

   8.1.1    Consent..........................................................34

   8.1.2    Breach by the ACS................................................34

   8.1.3    Breach by PATI...................................................34

   8.1.4    Outside Date.....................................................34

   8.2      Effect of Termination............................................34

   8.3      Disclosure of this Agreement.....................................35

ARTICLE 9 MISCELLANEOUS......................................................35

   9.1      Publicity........................................................35

   9.2      Transaction Costs................................................35

   9.3      Definitions......................................................35

   9.3.1    Affiliate........................................................35

   9.3.2    Applicable Law...................................................35

   9.3.3    Assets...........................................................36

   9.3.4    Assignment of Contracts..........................................36

   9.3.5    Assumed Liabilities..............................................36

   9.3.6    Audited Financial Statements.....................................36

   9.3.7    Beneficial Stockholder...........................................36

   9.3.8    Benefit Plans....................................................36

   9.3.9    Business.........................................................36

   9.3.10   Claims...........................................................36

   9.3.11   Closing..........................................................37

   9.3.12   Closing Date.....................................................37

   9.3.13   COBRA............................................................37

   9.3.14   Code.............................................................37

   9.3.15   Confidential Information.........................................37

   9.3.16   Consent..........................................................37

   9.3.17   Contracts........................................................37

   9.3.18   Covenant Not to Compete..........................................37

   9.3.19   Customer Contracts...............................................37

   9.3.20   Customer Services................................................38

   9.3.21   Document.........................................................38

   9.3.22   ERISA............................................................38

   9.3.23   Excluded Assets..................................................38

   9.3.24   Financial Statements.............................................38

   9.3.25   GAAP.............................................................38

   9.3.26   Governmental Authorizations......................................38

   9.3.27   Governmental Authority...........................................39

   9.3.28   Indemnitee.......................................................39

   9.3.29   Indemnitor.......................................................39

   9.3.30   Insurance Policy.................................................39

   9.3.31   Intellectual Property............................................39

   9.3.32   Lawsuit..........................................................39

   9.3.33   Lien.............................................................39

   9.3.34   Material Adverse Change..........................................40

   9.3.35   Most Recent Balance Sheet........................................40

   9.3.36   Non-Compete Period...............................................40

   9.3.37   Non-Disclosure Obligation........................................40

   9.3.38   Office Lease.....................................................40

   9.3.39   PATI Indemnitees.................................................40

   9.3.40   Person...........................................................40

   9.3.41   Permitted Liens..................................................40

   9.3.42   Premises.........................................................40

   9.3.43   Purchase Consideration...........................................41

   9.3.44   Retained Liabilities.............................................41

   9.3.45   SEC..............................................................41

   9.3.46   Seller Indemnitees...............................................41

   9.3.47   Tangible Personal Property.......................................41

   9.3.48   Tax..............................................................41

   9.3.49   Tax Return.......................................................41

   9.3.50   Transaction Documents............................................41

   9.3.51   Vendor/supplier contracts........................................42

   9.4      Property Taxes...................................................42

   9.5      Entire Agreement.................................................42

   9.6      Amendments.......................................................42

   9.7      Assignments......................................................42

   9.8      Further Assurances...............................................42

   9.9      Binding Effect...................................................42

   9.10     Headings.........................................................43

   9.11     Notices..........................................................43

   9.12     Severability.....................................................44

   9.13     Waivers..........................................................44

   9.14     Pronouns.........................................................44

   9.15     Third Parties....................................................44

   9.16     Enforcement Costs................................................44

   9.17     Remedies Cumulative..............................................45

   9.18     Counterparts.....................................................45

   9.19     Governing Law....................................................45

   9.20     Preparation of Agreement.........................................45

   9.21     Survival.........................................................45

   9.22     Inducement to Transaction........................................46

   9.23     Arbitration......................................................46

   a.  Arbitrators...........................................................46

   b.  Applicable Rules......................................................46

   9.24     Schedules........................................................47







                         AMENDED AND RESTATED AGREEMENT
                         FOR PURCHASE AND SALE OF ASSETS

     THIS AMENDED AND RESTATED AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
(this "Agreement") dated as of April 10, 2003, (the "Effective Date") is entered
into by and among Patient Infosystems, Inc., a Delaware corporation ("PATI"),
and each signatory stockholder of PATI executing this Agreement (each
individually and collectively, whether one (1) or more, the "PATI
Stockholders"), on the one hand, and American CareSource Corporation, an Indiana
corporation ("ACS"), and each signatory beneficial stockholder of ACS executing
this Agreement (each individually and collectively, whether one (1) or more, the
"ACS Stockholders"), on the other hand. ACS and the ACS Stockholders are
collectively referred to herein as the "Sellers." For purposes of this
Agreement, schedules attached hereto, as indicated, amend and/or restate the
schedules originally provided in the original Agreement for Purchase and Sale of
Assets dated as of September 23, 2002. If no change is indicated, the schedules
as initially attached to the original Agreement for Purchase and Sale of Assets
dated as of September 23, 2002 shall remain as the schedules for this Agreement.

                                    RECITALS

A.   Whereas, ACS is in the business (the "Business") of providing and servicing
     modular software packages that fully automate claims processing for third
     party payers and managed care organizations as well as managing a national
     network of ancillary service providers including case management and a call
     center.

B.   Whereas, ACS has acquired by purchase all of the assets and assumed the
     operating liabilities of the business of ACSC, Inc. formerly known as
     American CareSource Corporation, a Delaware corporation ("ACSC, Inc.")
     pursuant to an Agreement for the Purchase and Sale of the Assets of ACSC,
     Inc. dated November 1, 2000, and closed as of July 31, 2001, pursuant to
     which the business of ACS includes the operations, assets, and liabilities
     of ACSC, Inc.; and

C.   Whereas,  PATI  desires to  purchase  from ACS,  and ACS desires to sell to
     PATI,  all of the Assets used by ACS in its  Business  and PATI  desires to
     assume  all  of  the  operating  liabilities  and  other  business  related
     liabilities of ACS as set forth in the Most Recent Balance Sheet at Closing
     and as otherwise set forth herein,  all in  consideration  and exchange for
     PATI issuing to ACS  2,091,366  shares of common stock of PATI which amount
     gives  effect to and is to be issued  after  the  completion  of a 1 for 12
     reverse  stock split and as  described  more  specifically  in Schedule (i)
     hereto); and

D.   Whereas, as a material inducement to PATI to purchase the Assets and assume
     the Liabilities, and to Sellers to sell the Assets, PATI and Sellers desire
     to make certain representations and warranties to the other and agree to be
     bound by certain covenants and obligations as hereinafter provided; and

E.   Whereas, the parties to this Agreement acknowledge that it is their
     intention that the entire business operation and all tangible and
     intangible assets and liabilities together with all obligations to
     employees of ACS are intended to be transferred and conveyed to PATI and
     that ACS will have no remaining material business operations subsequent to
     the Closing; and

F.   Whereas, PATI has entered into a Credit Agreement dated of even date
     herewith with ACS (the "Credit Agreement") pursuant to which PATI has
     agreed to loan to ACS up to $2,500,000, for which it has received a warrant
     to purchase common stock of ACS; and

G.   Whereas, the parties have entered into an Agreement for Purchase and Sale
     of Assets dated as of September 23, 2002 (the "Original Agreement")
     providing for the purchase and sale of the assets in accordance therewith;
     and

H.   Whereas, the parties have determined to make amendments to the Original
     Agreement as set forth herein, and to amend and restate the Original
     Agreement such that the Original Agreement shall be replaced in its
     entirety by this Agreement as follows.

     NOW, THEREFORE, in consideration of the recitals, mutual covenants,
representations, warranties and agreements hereinafter set forth, the parties
hereby agree as follows: ARTICLE 1 PURCHASE AND SALE OF ASSETS 1.1 Transfer of
Assets

     Subject to the terms and conditions set forth in this Agreement, and in
consideration for the issuance to ACS of 2,091,366 shares of common stock of
PATI which amount gives effect to and is to be issued after the completion of a
1 for 12 reverse stock split and as described more specifically in Schedule (i)
hereto (the "Initial Consideration"), ACS agrees to sell, convey, transfer,
assign and deliver to PATI, and PATI agrees to purchase from ACS as of the
Effective Date all of the Assets, including, without limitation, the following
(except to the extent any of the following are specifically enumerated as
Excluded Assets pursuant to Section 1.2.). 1.1.1 Tangible Personal Property.

     All rights, title and interest in and to all Tangible Personal Property,
including, without limitation, all items listed on Schedule 1.1.1.

1.1.2 Contracts and Related Rights.

     All rights, title and interest in and to each contract, agreement,
arrangement, lease, understanding or commitment, written or oral, set forth on
Schedule 1.1.2, including, without limitation, all Contracts;

1.1.3 Warranties.

     All express or implied warranties received from vendors, manufacturers or
suppliers or other third parties with respect to any Asset; 1.1.4 Advances.

                                      C-2


     All utility and other deposits and advances made by ACS to any Person;

1.1.5 Prepaid Items.

     All prepaid items including, without limitation, insurance, advertising and
business licenses;

1.1.6 Receivables.

     All notes receivable and accounts receivable payable to ACS and all work in
progress;

1.1.7 Governmental Authorizations.

     All Governmental Authorizations that relate to a Seller, the Business or
the Assets;

1.1.8 Trade Names.

     All rights to trade names (including the name "American CareSource")
trademarks (or application therefor), logos, proprietary designs and service
marks (or application therefor), in each case together with all registrations
thereof, all common and civil law rights thereto, all rights to royalties or
fees paid by others in respect thereof, and all claims or causes of action for
infringement thereof;

1.1.9 Intellectual Property.

     All rights, title and interest in and to all Intellectual Property,
including all software, computer programs, codes and the like;

1.1.10 Records.

     All existing customer, supplier, manufacturer, provider and vendor lists,
files, payment invoices and billing records, all financial records, documents or
data of ACS and all other existing marketing information and accounting and
financial information;

1.1.11 Office Leases.

     All rights, title and interest of ACS as tenant under or in connection with
the Leases described on Schedule 1.1.11 (the "Office Leases and Premises")
relating to the premises, also as described on Schedule 1.1.11; and

1.1.12 Tax Refunds.

     The rights to any of ACS's claims for any federal, state, local, or foreign
Tax refunds;

                                      C-3


1.1.13 Other Assets.

     All rights, title and interest in and to all other tangible and intangible
assets of ACS used in or related to the Business.

     At Closing, the Assets shall be conveyed to PATI free and clear of all
Liens other than Permitted Liens.

1.2  Excluded Assets.

     Notwithstanding  the  foregoing,  the Assets  shall not  include any of the
following Excluded Assets:

1.2.1 Corporate Matters.

     The corporate seals, certificates of incorporation, minute books, stock
books, tax returns, or other records having to do with the corporate
organization of ACS or any ACS Stockholder;

1.2.2 Transaction Documents.

     The rights that accrue or will accrue to ACS under this Agreement or the
other Transaction Documents;

1.2.3 Funded Plans.

     The funded portion, if any, of any pension or profit-sharing plan of ACS;

1.2.4  Other Excluded Assets.

     The excluded assets described on Schedule 1.2.4.

ARTICLE 2
PAYMENT FOR THE ASSETS

2.1  Delivery of the Purchase Consideration.

     In addition to, and without limiting any other provisions of this
Agreement, in consideration of the sale of the Assets to PATI by ACS, PATI
agrees to deliver to ACS or cause to be delivered to ACS at or prior to the
Closing, the common stock of PATI and a written assumption by PATI of the
Assumed Liabilities, as hereinafter defined, against delivery of the Assets, and
PATI agrees to issue to ACS 2,091,366 shares of common stock of PATI which
amount gives effect to and is to be issued after the completion of a 1 for 12
reverse stock split and as described more specifically in Schedule (i) hereto)
on the date of the Closing of the transaction as contemplated herein.

                                      C-4


2.2  Assumption of Liabilities.

     At the Closing, as part of the consideration for this transaction, ACS
shall assign to PATI all of its rights, title, interest and obligations in and
to, and PATI shall specifically assume for all purposes as of the Closing Date
and agree to pay when due and otherwise discharge and perform thereunder, or, at
PATI's option, satisfy as of the Closing Date, only the obligations and
liabilities set forth on Schedule 2.2 (the "Assumed Liabilities"). PATI agrees
to indemnify and hold Sellers harmless from any and all claims and liabilities
specifically assumed by PATI as set forth herein.

2.3  Retained Liabilities.

     Except as specifically set forth in Schedule 2.3 "Retained Liabilities",
PATI shall assume, pay and discharge all liabilities of the Sellers as set forth
in Schedule 2.2 the "Assumed Liabilities". All liabilities, obligations,
commitments, debts or other amounts payable by Sellers not included in the
Assumed Liabilities shall not be transferred to PATI hereby. ACS shall retain
and discharge all Retained Liabilities, including but not limited to those
certain specified Retained Liabilities set forth on Schedule 2.3.

2.4  Allocation of Purchase Consideration.

     The Purchase Consideration and the liabilities assumed by PATI pursuant to
Section 2.1 and Section 2.2 shall be allocated for Tax reporting purposes in the
manner set forth on Schedule 2.4 for all purposes, including the filing of any
Tax Returns.

ARTICLE 3
CLOSING

3.1  Closing Date.

     Subject to the provisions of this Agreement, and subject to the approval by
the stockholders of PATI of all matters necessary for PATI to complete the
Closing, and the satisfaction by PATI of all requirements of the Securities and
Exchange Commission (the "SEC") in connection therewith, the Closing shall be
held as soon as practicable at the offices of American CareSource Corporation,
8080 Tristar Drive, Suite 100, Irving, Texas 75063, at 2:00 P.M., local time.
Notwithstanding anything herein to the contrary, if the Closing has not occurred
by August 31, 2003 for any reason other than the determination of the Securities
and Exchange Commission to review the proxy statement filed by PATI in
connection with soliciting approval from its stockholders for the transaction,
either ACS or PATI may terminate this Agreement by serving the other party with
written notice of such termination. In the event the Securities and Exchange
Commission has determined to review the proxy statement filed by PATI in
connection with soliciting approval from its stockholders for the transaction,
the Closing may occur at any time prior to November 30, 2003 and either ACS or
PATI may terminate this Agreement by serving the other party with written notice
of such termination after such date. PATI shall provide ACS with copies of any
proxy statement filed or to be filed with the SEC relating to this transaction,
all exhibits, amendments thereto and any and all correspondence between PATI and
the SEC relating thereto, as soon as reasonably possible.

                                      C-5


3.2  Conditions to PATI's Obligation to Consummate the Closing.

     PATI's obligation to consummate the Closing shall be subject to the
satisfaction on or prior to the Closing Date of the following conditions, which
PATI may only waive in writing:

3.2.1 Representations and Warranties.

          The representations and warranties of ACS set forth in this Agreement
     shall have been correct and complete in all material respects as of the
     date of this Agreement and shall be correct and complete in all material
     respects as of the Closing Date as though made as of such time.

3.2.2 Covenants.

          ACS shall have performed all agreements, covenants, and obligations
     that it is required to perform under this Agreement prior to the Closing
     Date.

3.2.3 Deliveries by ACS.

          At or prior to the Closing Date, in consideration of the payment of
     the Purchase Consideration and the execution and delivery by PATI of all
     Transaction Documents to which PATI is a party, ACS shall execute and
     deliver to PATI:

3.2.3.1 Closing Certificate.

               A certificate, signed by an officer of ACS acceptable to PATI,
          confirming the satisfaction of the conditions set forth in Sections
          3.2.1 and 3.2.2.

3.2.3.2 Assignment of Contracts.

               The Assignment of Contracts duly executed by ACS, pursuant to
          which ACS shall assign to PATI or its designee all of ACS's rights,
          title and interest in, to, and under the Contracts, free and clear of
          all Liens.

3.2.3.3 Opinion of ACS Counsel.

               An opinion of legal counsel acceptable to PATI, dated the Closing
          Date, in the form attached hereto as Exhibit A.

3.2.3.4 Shareholder Representation Letter.

               A representation letter in the form attached hereto as Exhibit B
          executed by each ACS Stockholder.

3.2.3.5 Conveyance Instruments.

               A bill of sale and such other deeds, certificates of title,
          assignments, assurances and other instruments and documents as PATI
          may reasonably request in order to effect the sale, conveyance,
          transfer and assignment of the Assets to PATI, against delivery of the
          Purchase Consideration therefor, and such other documents, instruments
          or certificates as shall be reasonably requested by PATI or its
          counsel.

                                      C-6


3.2.3.6 Customer Contracts.

               All customer contracts duly executed.

3.2.3.7 Vendor/supplier contracts.

               The Vendor/supplier contracts, duly executed.

3.2.3.8 Contracts.

               All of the Contracts and copies of all Documents relating to the
          Assets.

3.2.3.9 Consents.

               All Consents required to be obtained or given on behalf of ACS in
          order to consummate the transactions contemplated by this Agreement
          and the other Transaction Documents.

3.2.3.10 Shareholders Agreement.

               Each of the PATI Shareholders and the ACS Stockholders shall have
          executed the Shareholders Agreement, in the form attached as Exhibit I
          hereto.

3.2.3.11 Letter of Credit.

               ACS and Eric Brauss will cause to be extended through a date no
          earlier than March 31, 2004 the Letter of Credit issued by Bank of
          America for the benefit of ACS to Pinnacol Assurance of the State of
          Colorado. PATI shall agree to replace this Letter of Credit in the
          event PATI completes a public or private offering the gross proceeds
          of which exceed $15 million to PATI.

3.2.3.12 Today Financial Corporation.

               Each of Eric Brauss, Today Financial Corporation and each related
          entity and Affiliate thereof, shall agree to hold all indebtedness
          from ACS in abeyance until March 31, 2007, and to not demand repayment
          of principal or accrued interest unless required in accordance with
          the terms of the promissory note relating thereto. Any prepayments
          made by PATI of the above debt shall be made pari passu among all of
          the outstanding indebtedness to John Pappajohn, Derace Schaffer and
          Today Financial Corporation and related entitled and affiliates owned
          or controlled by Eric Brauss.

3.2.3.12 Authorizations.

               A certified resolution of the Board of Directors and stockholders
          of ACS executed prior to the date of this Agreement (which consent of
          stockholders shall be irrevocable) authorizing the execution, delivery
          and performance of this Agreement and each other document, agreement,
          instrument or certificate to which such person is a party and the
          transactions contemplated herein and therein.

                                      C-7


3.2.4 Possession by PATI.

          Simultaneously with the consummation of the transfer of the Assets and
     the assumption of the Assumed Liabilities, as well as the issuance of the
     common stock of PATI to the Sellers, ACS and its respective officers,
     partners, agents and employees, as appropriate, will put PATI into full
     possession and enjoyment of all Assets to be conveyed and transferred by
     this Agreement.

3.2.5 Failure to Obtain Third Party Consents.

          To the extent that ACS's rights under any Contract, Governmental
     Authorization or other Asset to be assigned to PATI hereunder may not be
     assigned without the Consent of another person which has not been obtained
     at Closing, this Agreement shall not constitute an agreement to assign the
     same if an attempted assignment would constitute a breach thereof or be
     unlawful, and ACS, at its expense, shall use its best efforts to obtain any
     such required consent(s) as promptly as possible.

3.2.6 Voting Agreement.

          The Voting Agreement in the form attached hereto as Exhibit D shall
     have been executed by each of the ACS Stockholders on and as of the date of
     this Agreement and shall remain in full force and effect on the date of the
     Closing.

3.2.7 Further Assurances by ACS.

          ACS at any time before or after the Closing Date will execute,
     acknowledge and deliver any further assignments, conveyances and other
     assurances, documents and instruments of transfer reasonably requested by
     PATI, and will take any other action consistent with the terms of this
     Agreement that may reasonably be requested by PATI for the purpose of
     assigning, transferring, granting, conveying and confirming to PATI, or
     reducing to possession, any or all of the Business and Assets, including
     contacting vendors/suppliers, customers and suppliers.

3.3  Conditions to ACS's Obligation to Consummate this Agreement.

     ACS's obligation to consummate this Agreement shall be subject to and
conditioned upon the satisfaction, on or prior to the Closing Date of the
following conditions, which ACS may only waive in writing:

3.3.1 Representations and Warranties.

          The representations and warranties of PATI set forth in this Agreement
     shall have been correct and complete in all material respects as of the
     date of this Agreement and shall be correct and complete in all material
     respects as of the Closing Date as though made as of such time.

                                      C-8


3.3.2    Covenants.

          PATI shall have performed all agreements, covenants, and obligations
     that it is required to perform under this Agreement prior to the Closing
     Date, including but not limited to the covenant referenced in Section 7.10
     hereof.

3.3.3    Deliveries by PATI.

          In addition to, and without limiting any other provisions of this
     Agreement, in consideration of the sale of the Assets to PATI by ACS, PATI
     agrees to deliver or cause to be delivered at or prior to the Closing the
     following:

3.3.3.1  Closing Certificate.

               A certificate, signed by an officer of PATI, confirming the
          satisfaction of the conditions set forth in Sections 3.3.1 and 3.3.2.

3.3.3.2  Assignment of Contracts

               The Assignment of Contracts, duly accepted by PATI;

3.3.3.3  Vendor/supplier contracts.

               The Vendor/supplier contracts, duly accepted by PATI.

3.3.3.4  Customer Agreements.

               The Customer Agreements duly accepted by PATI.

3.3.3.5  Opinion of PATI's Counsel.

               An opinion of legal counsel, acceptable to ACS, dated the Closing
          Date, in the form attached hereto as Exhibit C.

3.3.3.6  Authorizations.

               A certified copy of resolutions adopted by the Board of Directors
          and PATI Stockholders authorizing the execution and delivery of this
          Agreement and the transactions contemplated herein; and

3.3.3.7  Shareholders Agreement.

               A Shareholders Agreement, in the form attached as Exhibit I
          hereto, shall be executed as of the date of Closing, by and among
          certain shareholders, including John Pappajohn and Derace Schaffer, of
          PATI together with Mark Bodnar and the ACS Stockholders.

3.3.3.8  Amendment to By-Laws.

               An executed corporate document and appropriate effectuated
          changes to the corporate by-laws of PATI in the form attached hereto
          as Exhibit E.

                                      C-9


3.3.3.9  Indebtedness.


               Each of John Pappajohn and Derace Schaffer, shall have agreed to
          hold all indebtedness outstanding as of the date of this Agreement
          from PATI to them in abeyance until September 30, 2004 (exclusive of
          any indebtedness referred to in Section 5.3.9 hereto), and to not
          demand repayment of principal or accrued interest unless required by
          the terms of the promissory notes relating thereto. Any prepayments
          made by PATI of the above debt shall be made pari passu among all of
          the outstanding indebtedness to John Pappajohn, Derace Schaffer and
          Today Financial Corporation and related entitled and affiliates owned
          or controlled by Eric Brauss.

3.3.3.10 Wells Fargo Bank.

               Written documentation shall have been provided that the bank debt
          of PATI to Wells Fargo Bank has been renegotiated so as to provide a
          grace and forbearance period until December 31, 2003, before any
          principal payments are required and that John Pappajohn and Derace
          Schaffer will remain guarantors of such bank debt if required by Wells
          Fargo Bank.

3.3.4 Private Placement

          The private placement of securities referred to in Section 7.10 of
     this Agreement shall be funded to the full extent of the Minimum Amount
     described therein into an escrow account to be released immediately
     following the Closing.

3.3.5 Voting Agreement.

          The Voting Agreement in the form attached hereto as Exhibit D shall
     have been executed by each stockholder of PATI owning more than 10% of the
     outstanding shares of the common stock of PATI on and as of the date of
     this Agreement and shall remain in full force and effect on the date of the
     Closing.

3.3.6 Further Assurances of PATI.

          PATI shall at any time before or after the Closing Date cooperate with
     ACS by furnishing any additional information, executing and delivering any
     additional documents and instruments and doing any and all such other
     things as may be reasonably required by ACS or its counsel to consummate or
     otherwise implement the transactions contemplated by this Agreement.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1  Representations and Warranties of PATI and PATI Stockholders.

     All representations and warranties of PATI and the PATI Stockholders made
herein shall survive for twelve (12) months after Closing shall be made as of
the date of this Agreement, subject generally to the exceptions provided for in
the Schedules hereto. Subject to the limitation of the preceding sentence, PATI
and the PATI Stockholders represent and warrant to ACS and the ACS Stockholders
as follows (it being agreed that all representations and warranties contained in
this Section 4.1 shall be made, with respect to the PATI Stockholders, to the
best knowledge of the PATI Stockholders):

                                      C-10


4.1.1 Organization of PATI.

          PATI is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware.

4.1.2 Power and Authority.

          PATI possesses the requisite power and authority to execute, deliver
     and perform this Agreement and each other Transaction Document to which it
     is a party without obtaining any approval, authorization, consent or waiver
     or giving any notice, other than approvals which it has properly obtained
     other than approvals of its Stockholders contemplated in Section 3.1
     hereof. PATI possesses the requisite power and authority to own its
     respective properties and carry on its respective business as presently
     conducted.

4.1.3 Execution, Delivery and Enforceability.

          PATI and the PATI Stockholders have duly authorized, executed and
     delivered this Agreement and each other Transaction Document to which they
     are a party and this Agreement and each other such Transaction Document
     constitutes a valid, legal and binding obligation of PATI and the PATI
     Stockholders enforceable against PATI and the PATI Stockholders in
     accordance with its terms.

4.1.4 Conflicts.

          PATI's execution, delivery or performance of this Agreement and the
     other Transaction Documents to which it is a party will not conflict with
     or constitute a breach or violation of, or result in a Lien against or give
     rise to any default or right of acceleration, cancellation or termination
     with respect to, any Document to which PATI is a party or by which PATI's
     assets are bound (or give rise to an event that with notice, lapse of time
     or both would result in such a conflict, breach, violation, Lien, default
     or right) including the certificate of incorporation and the by-laws of
     PATI.

4.1.5    Litigation.

          No Lawsuit by or before any court or other Governmental Authority
     exists or is pending or threatened that would prohibit PATI from
     consummating the transactions contemplated by this Agreement and any other
     Transaction Document to which PATI is a party or seeks damages with respect
     to the transactions contemplated hereby and thereby. No lawsuit by or
     before any court or other governmental authority exists or is pending or
     threatened to which PATI is or may become a party.

                                      C-11


4.1.6    No Broker.

          Other than as set forth on Schedule 4.1.6, PATI and PATI Stockholders
     have no obligation or liability to any broker, finder or other person for
     any broker or similar services with respect to the transactions
     contemplated by this Agreement and the other Transaction Documents.

4.1.7    Capitalization.

     (a)  Schedule 4.1.7 (a) sets forth the authorized capital stock of PATI and
          the number of outstanding shares of capital stock of PATI as of the
          Closing Date. All of the issued and outstanding shares of capital
          stock of PATI have been duly authorized, validly issued and are fully
          paid, non-assessable and free of preemptive rights with no personal
          liability attaching to the ownership thereof. Except as set forth on
          Schedule 4.1.7(a) PATI does not have and is not bound by any
          outstanding subscriptions, options, warrants, calls, commitments or
          agreements of any character calling for the purchase or issuance of
          any shares of common stock of PATI or any other equity security of
          PATI or any securities representing the right to purchase or otherwise
          receive any shares of common stock of PATI or any other equity
          security of PATI other than as provided for in this Agreement. Except
          as set forth on Schedule 4.1.7(a), there are no bonds, debentures,
          notes, shares of preferred stock or other indebtedness of PATI having
          the right to vote (or convertible into, or exchangeable for securities
          having the right to vote) on any matters on which the stockholders of
          PATI may vote.

     (b)  Except as disclosed on Schedule 4.1.7(b), there are no agreements or
          understandings, with respect to the voting of any shares of common
          stock of PATI or which restrict the transfer of such shares, to which
          PATI is a party and there are no such agreements or understandings to
          which PATI is a party with respect to the voting of any such shares or
          which restrict the transfer or such shares, other than applicable
          federal and state securities laws.

4.1.8 Filings with the SEC.

          PATI has made all filings with the SEC (the "Public Reports") that it
     has been required to make under the Securities Act of 1933, as amended (the
     "Securities Act") and the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"). Each of the Public Reports has complied with the
     Securities Act and Exchange Act in all material respects.

4.1.9    Financial Statements.

          PATI has filed an annual report on Form 10-K for the fiscal year ended
     December 31, 2002. The financial statements included in or incorporated by
     reference into this annual report (including related notes and schedules)
     have been prepared in accordance with GAAP applied on a consistent basis
     throughout the periods covered thereby, present fairly the financial
     condition of PATI as of the indicated dates and the results of operations
     of PATI for the indicated periods, are correct and complete in all material
     respects, and are consistent with the books and records of PATI.

                                      C-12


4.1.10   Undisclosed Liabilities.

          Except for (i) for liabilities incurred since the fiscal year ended
     December 31, 2002 in the ordinary course of business consistent with past
     practice, (ii) liabilities contemplated herein, (iii) liabilities that
     would not have a material adverse effect on the business or financial
     condition of PATI, or (iv) liabilities as disclosed on Schedule 4.1.10,
     PATI does not have any liabilities or obligations, contingent or otherwise,
     that would be required to be disclosed, reflected or reserved against in a
     consolidated balance sheet of PATI (including the related notes thereto,
     where appropriate) prepared in accordance with GAAP which are not
     adequately reserved or reflected on the balance sheet of PATI for the
     fiscal year ended December 31, 2002.

4.1.11   Litigation.

          Schedule 4.1.11 attached hereto is a true and complete list of all
     Lawsuits brought in the two years preceding the date of this Agreement,
     currently pending or, to the knowledge of PATI or the PATI Stockholders,
     threatened against or affecting PATI or any of its property or business, at
     law or in equity, or before or by and federal, state, municipal or other
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign. PATI has no knowledge of any state of
     facts or contemplated event that may reasonably be expected to give rise to
     any such claim, action, review, suit, proceeding or investigation. PATI is
     not operating under, or subject to, or in default with respect to, any
     order, writ, injunction or decree of any court or governmental agency or
     body, domestic or foreign.

4.1.12   Legal Compliance.

     (a)  Except as set forth on Schedule 4.1.12, PATI is not now conducting or
          carrying on its business or affairs, and has not at any prior time
          conducted or carried on its business or affairs, in violation of any
          Applicable Law, which violation could have a material adverse effect
          on the financial condition, business, operations or prospects of PATI,
          its assets or its business taken as a whole.

     (b)  Except as set forth on Schedule 4.1.12, neither PATI nor its
          stockholders, directors, employees or agents, directly or indirectly,
          have given any gift or similar benefit to any third party payer,
          government representative, government employee or other person or
          entity which might subject any person or entity to damages or
          penalties in a civil or criminal proceeding or might have had a
          material adverse effect on its business if not given or might have a
          material adverse effect on the business if not continued.

4.1.13   Taxes.

          PATI has filed federal, state, local or foreign Tax Returns that it
     was required to file. All such Tax Returns were correct and complete in all
     material respects. All Taxes (whether or not shown on any Tax Return) have
     been paid. There are no Liens on any of the Assets that arose in connection
     with any failure (or alleged failure) of PATI to pay any Tax.

                                      C-13


4.1.14   Restrictions.

          Except as disclosed on Schedule 4.1.14 attached hereto, PATI is not
     party to any arrangement or Document, oral or written, or subject to any
     charter or other corporate restriction or any judgment, order, writ,
     injunction, or decree which materially affects or restricts or may in the
     future materially affect or restrict, the business, operations, assets,
     properties, prospects or condition (financial or otherwise) of PATI's
     business or assets after consummation of the transactions contemplated
     hereby.

4.1.15   Disclosure.

          Except as set forth in Schedule 4.1.15 PATI is not aware of any
     material facts concerning PATI that it has not disclosed to ACS in this
     Agreement. PATI has fully, accurately and completely provided ACS with all
     information that ACS requested when deciding whether to enter into this
     Agreement. No representation, warranty or statement of PATI contained in
     this Agreement or the other Transaction Documents contains any untrue
     statement or omits to state a fact necessary to make such representation,
     warranty or statement not misleading in any material respect.

4.2  Representations and Warranties of ACS and ACS Stockholders.

     All representations and warranties of ACS and ACS Stockholders made herein
shall survive for twelve (12) months after Closing and shall give effect to the
combination and consolidation of ACS with ACSC, Inc. and shall be made as of the
date of this Agreement, subject generally to the exceptions provided for in the
Schedules hereto. Subject to the limitations of the preceding sentence, each of
the Sellers represents and warrants to PATI and PATI Stockholders as follows (it
being agreed that all representations and warranties contained in this Section
4.2 shall be made, with respect to the ACS Stockholders, to the best knowledge
of the ACS Stockholders):

4.2.1    Organization of ACS.

          ACS is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Indiana. ACS is not required to
     qualify to transact business as a foreign corporation in any jurisdiction
     other than where it is currently qualified.

4.2.2    Power and Authority.

          ACS possesses the requisite power and authority to execute, deliver
     and perform this Agreement and each other Transaction Document to which it
     is a party without obtaining any approval, authorization, consent or
     waiver, or giving any notice, other than the approval of the Board of
     Directors and the ACS Stockholders, which approval has been properly
     obtained. ACS possesses the requisite power and authority to own its
     properties and carry on its business as presently conducted.

                                      C-14


4.2.3    Execution, Delivery and Enforceability.

          Each Seller has duly authorized, executed and delivered this Agreement
     and the other Transaction Documents to which it is a party and this
     Agreement and each such other Transaction Document constitutes a valid,
     legal and binding obligation of Sellers enforceable against Sellers in
     accordance with its terms.

4.2.4    Conflicts.

          Neither the execution, delivery or performance by Sellers of this
     Agreement nor any other Transaction Document to which any Seller is a party
     will (i) conflict with, constitute a breach or violation of, or give rise
     to any default or right of acceleration, cancellation or termination with
     respect to, any arrangement or Document to which any Seller is a party or
     by which the Business or any of the Assets are bound or affected (or give
     rise to an event that with notice, lapse of time or both would result in
     such a conflict, breach or violation, default or right), including the
     articles of incorporation and the by-laws of ACS; (ii) result in the
     creation of a Lien upon any of the assets or properties of any Seller, or
     (iii) violate any order, judgment, writ, injunction, decree, or any law,
     statute, rule, ordinance or regulation applicable to any Seller.

4.2.5    Litigation.

          No Lawsuit by or before any court or other Governmental Authority
     exists or is pending or threatened that would prohibit ACS from
     consummating the transactions contemplated by this Agreement and any other
     Transaction Document to which ACS is a party or seeks damages with respect
     to the transactions contemplated hereby or thereby. No lawsuit by or before
     any court or other governmental authority exists or is pending or
     threatened to which ACS is or may become a party.

4.2.6    ACS Capitalization.

     (a)  ACS Stockholders are the owners, beneficially and of record, of no
          less than two-thirds of the issued and outstanding capital stock of
          ACS as set forth on Schedule 4.2.6(a).


     (b)  Schedule 4.2.6(a) sets forth the authorized capital stock of ACS and
          the number of outstanding shares of capital stock of ACS as of the
          Closing Date and the stockholders thereof. All of the issued and
          outstanding shares of capital stock of ACS have been duly authorized,
          validly issued and are fully paid, non-assessable and free of
          preemptive rights with no personal liability attaching to the
          ownership thereof. Except as set forth on Schedule 4.2.6(a) ACS does
          not have and is not bound by any outstanding subscriptions, options,
          warrants, calls, commitments or agreements of any character calling
          for the purchase or issuance of any shares of common stock of ACS or
          any other equity security of ACS or any securities representing the
          right to purchase or otherwise receive any shares of common stock of
          ACS or any other equity security of ACS other than as provided for in
          this Agreement. Except as set forth on Schedule 4.2.6(a), there are no
          bonds, debentures, notes, shares of preferred stock or other
          indebtedness of ACS having the right to vote (or convertible into, or
          exchangeable for securities having the right to vote) on any matters
          on which the stockholders of ACS may vote.

                                      C-15


     (c)  Except as disclosed on Schedule 4.2.6(b), there are no agreements or
          understandings, with respect to the voting of any shares of common
          stock of ACS or which restrict the transfer of such shares, to which
          ACS is a party and there are no such agreements or understandings to
          which ACS is a party with respect to the voting of any such shares or
          which restrict the transfer or such shares, other than applicable
          federal and state securities laws.

4.2.7    Subsidiaries.

          ACS does not own, and did not own at any time covered by the Financial
     Statements, directly or indirectly, either of record or beneficially, any
     interest (including, but not limited to, capital stock, partnership
     interests or other securities) in any association, business trust,
     corporation, general partnership, joint stock company, joint venture,
     limited liability company, limited partnership, professional association,
     professional corporation or any other organization or entity.

4.2.8    Financial Statements.

     (a)  ACS has prepared the financial statements described on Schedule 4.2.8
          (the "Financial Statements") from its books and records which
          accurately and fairly reflect the transactions and dispositions of the
          assets of ACS using sound accounting principles, applied on a
          consistent basis for the periods presented and consistent with ACS's
          past practices. The Financial Statements present fairly the financial
          position, results of operations and cash flows of ACS as of the dates
          and for the periods covered by such Financial Statements. ACS owns all
          of the assets described in the Most Recent Balance Sheet. ACS does not
          have any liabilities or obligations, absolute or contingent, other
          than the liabilities and obligations described in such Financial
          Statements. The Financial Statements of ACS and the financial records
          of ACS are in the form and quality such that they may be audited in
          accordance with the standards and requirements of GAAP as required by
          the SEC or such an audit may be completed without any qualifications,
          prior to the date of Closing.

     (b)  Included in Schedule 4.2.8 is the Balance Sheet dated December 31,
          2001 and Statement of Operations, Stockholders' Equity and Cash Flows
          for the year then ended (collectively, the "Audited Financial
          Statements"), audited by BDO Seidman, L.P., independent certified
          public accountants of ACS, each of which Audited Financial Statements
          have been prepared in accordance with GAAP consistently applied and
          fairly present the financial position of ACS as of the date of such
          Audited Financial Statements and the results of operations for the
          period covered thereby, subject only to the matters described in the
          accountants' report attached thereto.

4.2.9    No Undisclosed Liabilities.

          Except as disclosed in the Financial Statements and the Schedules
     referred to herein, the Assets and Business are not subject to any
     liabilities, obligations, assessments, charges or expenses of any kind or
     nature whatsoever, absolute or contingent, or any facts that could give
     rise to any liabilities, obligations, assessments, charges or expenses,
     that could materially and adversely affect the Assets, the Business, or
     cash flows, financial condition, prospects or operations of ACS.

                                      C-16


4.2.10   Premises.

          ACS does not own any real property. True and correct copies of all
     arrangements and Documents relating to the Premises, including the Office
     Leases, has been delivered to PATI. ACS has a good and marketable leasehold
     interest in the Premises under and pursuant to the Office Leases. ACS has
     performed all obligations required to be performed by it relating to the
     Premises under and pursuant to the Office Leases, is not in breach of, or
     default under, the Office Leases in any respect, and no event or action has
     occurred, is pending, or is threatened, which after notice, or the lapse of
     time would constitute or result in a breach or default by ACS under the
     Office Leases. ACS has not received notice that any landlord of the
     Premises intends to cancel, suspend or terminate any Office Lease. All
     improvements to the leasehold created by the Office Leases are in good
     operating condition and in a state of good repair, and are adequate and
     suitable for the purposes for which they are being used. None of such
     improvements (or any equipment therein), nor the operation or maintenance
     thereof, nor the operation of the Business therein, violates any Documents
     or restrictive covenants or any Applicable Law. No condemnation proceeding
     is pending or, to the knowledge of any Seller, threatened which would
     preclude or impair the use of any of the Premises for the Business as
     presently conducted.

4.2.11   Title to and Character of Assets.

          Schedule 1.1.1 is a true and complete list of all Tangible Personal
     Property owned or leased by ACS which is related to or used in the Business
     and specifies such items as are owned and such as are leased, the owner or
     lessee thereof and, with respect to owned property, specifies its aggregate
     cost or original value and the net book value, and, with respect to leased
     property, specifies the identity of the lessor, the rental rate and the
     unexpired term of the lease. Such Assets constitute all tangible personal
     property necessary for the conduct of the Business by PATI. ACS owns and
     has good and marketable title to all Assets purported to be conveyed by
     them free and clear of all Liens except for Permitted Liens set forth on
     Schedule 4.2.11. All Tangible Personal Property owned or leased by ACS is
     in good operating condition and repair, subject to normal wear and tear.
     There are no outstanding agreements, options or commitments of any nature
     obligating ACS to transfer any of the Assets or rights or interests therein
     to any other party. Other than the assets included in the schedules hereto,
     ACS does not own any other assets or property of any kind.

4.2.12   Contracts.

          All Contracts are listed and briefly described on Schedule 1.1.2. True
     and complete copies of each Contract (including accurate descriptions of
     oral Contracts) have been provided to PATI. Each Contract is valid, binding
     and in full force and effect. No party to any such Contract has assigned
     any of its rights or delegated any of its duties under such Contract. No
     breach or default exists under any such Contract and no event has occurred
     that with the lapse of time or action or notice would result in a breach or
     a default under such Contract. Following the consummation of the
     transaction contemplated hereby, all rights of ACS under each such Contract
     shall inure to PATI free and clear of any Liens except for any Permitted
     Liens and such Contract will be enforceable by PATI in accordance with such
     Contract's terms.

                                      C-17


4.2.13   Accounts Receivable.

          To the best knowledge of ACS, and except to the extent disclosed in
     Schedule 2.2, the accounts and notes receivable material to the Business
     that are reflected on the Most Recent Balance Sheet or on the books and
     records of ACS as of the date of the Most Recent Balance Sheet and all
     accounts and notes receivable of ACS material to the Business arising after
     the date of the Most Recent Balance Sheet, other than accounts and notes
     receivable collected since then in the ordinary course of ACS's business
     consistent with its past practices: (i) arose from bona fide transactions
     by ACS in the ordinary course of its business consistent with its past
     practices, (ii) represent bona fide indebtedness of the respective debtors,
     (iii) are collectible in full net of the respective reserves shown on the
     Most Recent Balance Sheet or on the books and records of ACS as of the
     Closing Date (which reserves are adequate and calculated consistent with
     past practice and, in the case of the reserve as of the Closing Date, will
     not represent a materially greater percentage of the accounts and notes
     receivable as of the Closing Date than the reserve reflected in the Most
     Recent Balance Sheet or the books and records of ACS as of the date of the
     Most Recent Balance Sheet and will not represent a material adverse change
     in the composition of such accounts and notes receivable in terms of
     aging), and (iv) are not subject to any defense or offset.

4.2.14   Employee Matters; Employee Benefit Plans.

     (a)  Schedule 4.2.14 is a true and complete list of (i) the names and
          addresses of all officers, directors, independent contractors,
          employees and agents of ACS, stating the positions, rates of
          compensation, accrued vacation and bonuses payable by ACS to or with
          respect to each and (ii) all Benefit Plans.

     (b)  ACS has fully performed all of its obligations under all such Benefit
          Plans, all of which are in full force and effect.

     (c)  All group health plans have been operated in compliance with either
          COBRA or state law regulations, as applicable, in all respects to the
          extent such requirements are applicable. No group health plan provides
          for past termination coverage except as required by COBRA.

     (d)  There has been no act or omission by ACS, any ERISA affiliate or any
          Benefit Plan fiduciary that has given rise to or may give rise to
          fines, penalties, taxes, or related charges.

                                      C-18


     (e)  ACS is not now, and has not been, a party to any collective bargaining
          agreement, and no such agreement determines the terms and conditions
          of employment of any employee of ACS. There are no labor controversies
          pending or, to the knowledge of ACS and the ACS Stockholders,
          threatened against ACS.

     (f)  No Benefit Plan provides for any severance pay, accelerated payments,
          deemed satisfaction of goals or conditions, new or increased benefits,
          or vesting conditioned, in whole or in part, upon a change in control
          of the Business.

     (g)  No agreement, commitment, or obligation exists to increase any
          benefits under any Benefit Plan or to adopt any new Benefit Plan.

4.2.15   Governmental Authorizations.

          Schedule 4.2.15 is a true and complete list of all Governmental
     Authorizations issued to ACS. Such Governmental Authorizations comprise all
     Governmental Authorizations to be used or necessary in connection with the
     Assets or the lawful operation of the Business by PATI. All such
     Governmental Authorizations, if any, have been duly and validly issued, are
     in full force and effect and are assignable to PATI. All such Governmental
     Authorizations are renewable by their terms or in the ordinary course of
     business without the need to comply with any special qualification
     procedures or to pay any amounts other than routine filing fees.

4.2.16   Consents.

          All Consents and notices required to be obtained or given by or on
     behalf of ACS before consummation of the transactions contemplated by this
     Agreement in compliance with all applicable laws, rules, regulations,
     orders or governmental or other agency directives, or the provisions of any
     Document binding upon ACS are described on Schedule 4.2.16 and all such
     Consents have been duly obtained and are in full force and effect except as
     set forth on Schedule 4.2.16.

4.2.17   Insurance.

          Schedule 4.2.17 is a true and complete list and summary of all
     Insurance Policies of ACS, other than those, which relate solely to the
     Excluded Assets, true and correct copies of which have been provided to
     PATI. All Insurance Policies are in full force and effect in accordance
     with their terms, no notice of cancellation has been received, and there is
     no existing default or event which, with the giving of notice or lapse of
     time or both, would constitute a default thereunder. No Seller has been
     refused any insurance, nor has its coverage been limited, by any insurance
     carrier to which it has applied for insurance or with which it has carried
     insurance.

4.2.18   Intellectual Property.

          All of ACS's interest in Intellectual Property which is used in or
     related to the Business is listed and described on Schedule 4.2.18. Such
     Intellectual Property constitutes all the Intellectual Property necessary
     for the conduct of the Business. Neither ACS's use of the Intellectual
     Property nor PATI's use of the Intellectual Property in the same manner
     infringes on the rights of any person or entity. The Intellectual Property
     is valid and in full force and effect and is not subject to any Taxes,
     maintenance fees or other actions. All Intellectual Property set forth on
     Schedule 4.2.18 as being proprietary in nature is proprietary in nature,
     adequate steps have been taken to ensure its continued proprietary nature
     and nothing has transpired that would compromise or call into question its
     proprietary nature. Schedule 4.2.18 also sets forth a true and complete
     list of all names under which ACS has conducted any business or which it
     has otherwise used.

                                      C-19


4.2.19   Litigation.

          Schedule 4.2.19 attached hereto is a true and complete list of all
     Lawsuits brought in the two years preceding the date of this Agreement,
     currently pending or, to the knowledge of ACS or the ACS Stockholders,
     threatened, against or affecting ACS or any of its property or business, at
     law or in equity, or before or by any federal, state, municipal or other
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign. ACS has no knowledge of any state of
     facts or contemplated event that may reasonably be expected to give rise to
     any such claim, action, review, suit, proceeding or investigation. ACS is
     not operating under, or subject to, or in default with respect to, any
     order, writ, injunction or decree of any court or governmental agency or
     body, domestic or foreign.

4.2.20   Legal Compliance.

     (a)  Except as set forth in Schedule 4.2.20, ACS is not now conducting or
          carrying on its business or affairs, and has not at any prior time
          conducted or carried on its business or affairs, in violation of any
          Applicable Law, which violation could have a material adverse effect
          on the financial condition, business, operations or prospects of ACS,
          the Assets or the Business taken as a whole.

     (b)  Except as set forth in Schedule 4.2.20, neither ACS nor its
          stockholders, directors, employees or agents, directly or indirectly,
          have given any gift or similar benefit to any third party payer,
          government representative, government employee or other person or
          entity which might subject any person or entity to damages or
          penalties in a civil or criminal proceeding or might have had a
          material adverse effect on the Business if not given or might have a
          material adverse effect on the Business if not continued.

4.2.21   Taxes.

          ACS has filed federal, state, local or foreign Tax Returns that it was
     required to file. All such Tax Returns were correct and complete in all
     material respects. All Taxes (whether or not shown on any Tax Return) have
     been paid. There are no Liens on any of the Assets that arose in connection
     with any failure (or alleged failure) of ACS to pay any Tax. The
     consummation of the transactions contemplated by this Agreement and the
     other Transaction Documents will not impose or create any Tax obligations
     including withholding Tax obligations on behalf of PATI except for Tax
     obligations that are Retained Liabilities.

                                      C-20


4.2.22   ACS Restrictions.

          Except as disclosed on Schedule 4.2.22 attached hereto, ACS is not
     party to any arrangement or Document, oral or written, or subject to any
     charter or other corporate restriction or any judgment, order, writ,
     injunction, or decree which materially affects or restricts or may in the
     future materially affect or restrict, the business, operations, assets,
     properties, prospects or condition (financial or otherwise) of the Business
     or the Assets after consummation of the transactions contemplated hereby.

4.2.23   No HSR Filing Required.

          The transactions contemplated by this Agreement are exempt from the
     notification and waiting requirements under the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended, because the Sellers expect that the
     aggregate consideration for the Assets pursuant to this Agreement will be
     less than $50,000,000, ACS had total assets as of December 31, 2001, of
     less than $25,000,000, and ACS had net sales during the year ended December
     31, 2001, of less than $25,000,000, as required under 16 C.F.R. SS
     802.20(b). Moreover, the execution and delivery of this Agreement and the
     consummation of the transactions contemplated by this Agreement do not
     require any approval, consent, filing, registration, or other action by any
     governmental entity.

4.2.24   No Broker.

          ACS has no obligation or liability to any broker, finder or other
     person or entity for any broker or similar services with respect to the
     transactions contemplated by this Agreement and the other Transaction
     Documents.

4.2.25   Solvency.

          The consummation by ACS of the transactions contemplated by this
     Agreement and the other Transaction Documents will not constitute a
     fraudulent transfer or conveyance with respect to ACS.

4.2.26   Disclosure.

          ACS is not aware of any material facts concerning ACS or the Business
     that it has not disclosed to PATI in this Agreement. ACS has fully,
     accurately and completely provided PATI with all information that PATI
     requested when deciding whether to enter into this Agreement. No
     representation, warranty or statement of ACS contained in this Agreement or
     the other Transaction Documents contains any untrue statement or omits to
     state a fact necessary to make such representation, warranty or statement
     not misleading in any material respect.

4.2.27   Conditions Affecting Business.

          There is no fact, development or threatened development with respect
     to the markets, products, services, patients, clients, customers,
     facilities, computer software, data bases, personnel, vendors, suppliers,
     payers, vendors/suppliers, operations, assets or prospects of the Business
     which are known to Sellers which would affect the business, operations or
     prospects of the Business or the Assets in any material respect when
     considered as a whole, other than such conditions as may affect the economy
     generally. Sellers have no reason to believe that any loss of any employee,
     agent, customer, supplier, payer or other advantageous arrangement will
     result because of the consummation of the transactions contemplated hereby.

                                      C-21


4.2.28   Sufficiency of Assets.

          The Assets constitute all of the assets necessary for PATI to conduct
     the Business after the Closing.

4.2.29   No Corporate Practice.

          ACS has not received notice from any Governmental Authority, from its
     counsel or from any other of its advisors that any party to this Agreement
     could be precluded from receiving the benefits of this Agreement or the
     other Transaction Documents as a result of the structure of the transaction
     contemplated by this Agreement or the other Transaction Documents. ACS
     agrees that it will not, in an attempt to void or nullify this Agreement or
     the other Transaction Documents or any relationship involving PATI or any
     of its Affiliates, sue, claim, aver, allege or assert that this Agreement,
     any other Transaction Document or any such relationship violates any
     Applicable Law.

4.3      Representations and Warranties of Each Signing Stockholder.

     Each signing ACS Stockholder and PATI Stockholder represents and warrants
to their actual knowledge, as of the Closing Date and as of the date of
execution hereof, to all signatories to this Agreement as follows:

4.3.1    Legal Capacity.

          Such Stockholder possesses the legal capacity to execute, deliver and
     perform this Agreement and each Transaction Document to which he/she/it is
     a party, without obtaining any approval, authorization, consent, or waiver
     or giving any notice.

4.3.2    Execution, Delivery, and Enforceability.

          Such Stockholder has duly executed and delivered this Agreement and
     each Transaction Document to which he/she/it is a party, and this Agreement
     and each Transaction Document to which he/she/it is a party constitutes a
     valid, legal and binding obligation of such Stockholder, enforceable
     against such Stockholder in accordance with their respective terms.

4.3.3    Conflicts.

          Such Stockholder's execution, delivery and performance of this
     Agreement and each Transaction Document to which he/she/it is a party will
     not conflict with, constitute a breach or violation of, result in a Lien
     against, or give rise to any default or right of acceleration,
     cancellation, or termination with respect to any Document to which such
     Stockholder is a party.

                                      C-22


4.3.4    Compliance With Applicable Laws.

          Such Stockholder has complied, to the best of his/her/its knowledge,
     with all Applicable Laws material to this Agreement and such Stockholder's
     execution, delivery, and performance of this Agreement will not violate any
     Applicable Laws.

ARTICLE 5
COVENANTS

5.1      Best Efforts to Consummate the Sale.

     Each of the parties to this Agreement shall use its best efforts to take,
or cause to be taken, all actions necessary, proper or advisable to consummate
the transactions contemplated by this Agreement. The Sellers agree to cooperate
fully and completely with PATI in preparing a proxy statement for filing with
the SEC in order to solicit approval of the PATI stockholders for the matters
necessary to proceed with the Closing. To such end, the Sellers will exert their
best efforts in good faith to provide PATI on a timely basis all information
with respect to ACS as is required by the rules of the SEC to be presented
therein, including all financial statements so required. The Sellers agree and
covenant hereby that all information provided by the Sellers to PATI to be
included in the proxy statement and other filings to be made with the SEC, will
be true and correct in all material respects and will not omit any material fact
necessary to make the statements made, in the light of the circumstances under
which they are made, not misleading.

5.2      Access to ACS and PATI.

     From the date of this Agreement through the Closing Date, ACS and PATI
shall permit the other party and its advisors and representatives access to the
Assets and Business, including ACS's and PATI's books and records. Moreover,
during this period, officers, employees, advisors and representatives of ACS and
PATI shall furnish promptly to the other party and its advisors and
representatives, at the sole cost and expense of the requesting party, such
financial and operating information as such Persons may reasonably request,
including copies of any requested Documents.

5.3      Operation of ACS and PATI Pending the Sale.

     For the purposes of this section of this Agreement, the term "Business" and
the term "Assets" when used in this section shall refer to the assets and
business operations of both ACS and PATI. From the date of this Agreement
through the Closing Date, ACS and PATI shall:

5.3.1    Representations and Warranties.

          Use reasonable efforts to operate and maintain the Assets and Business
     of their respective companies in such a manner so that the representations
     and warranties of ACS and PATI set forth in this Agreement shall continue
     to be correct and complete in all material respects at all times prior to
     the Closing Date as if made on and as of such times;

                                      C-23


5.3.2    Operate the Business in the Ordinary Course.

          Except as is otherwise provided for in this Agreement, operate the
     Business of ACS and PATI in the ordinary course consistent with past
     practices and this Agreement and in compliance with all Applicable Laws
     material to the Business and Assets;

5.3.3    Maintain Goodwill.

          Use reasonable efforts to preserve intact the Business and the
     goodwill of the customers of the Business, the Vendors/suppliers, the
     employees, and any other Person having business relations with ACS and
     PATI;

5.3.4    No Material Adverse Change.

          Use  reasonable  efforts to not cause or suffer to exist any  Material
     Adverse Change to the Business;

5.3.5    No Dividends.

          Cause ACS or PATI to refrain from declaring or paying any dividends or
     otherwise making any distributions or transfers of any amount including
     cash to any employees, officers, directors or stockholders, except in the
     ordinary course of business or as otherwise agreed to prior to the full
     execution of this Agreement;

5.3.6    Maintain Assets.

          Maintain the Assets in good order and repair in all material respects;

5.3.7    Disposition of Assets.

          Refrain from disposing of, or committing to dispose of any Assets in
     excess of $5,000 of fair market value at the time of disposition;

5.3.8    Acquisition of Assets.

          Refrain from acquiring, or committing to acquire, any Assets, other
     than Assets involving $25,000 or less in any one transaction or series of
     related transactions;

5.3.9    Borrow Money.

          Refrain from assuming, creating, guaranteeing, or incurring any
     indebtedness, whether absolute or contingent, other than indebtedness
     incurred in the ordinary course of the Business consistent with past
     practices, except for, in the case of ACS, (i) a letter of credit to
     Pinnacol Assurance from Bank of America for $500,000 for the benefit of ACS
     and (ii) the loan from PATI to ACS under the Credit Agreement dated April
     10, 2003 and related documents and, in the case of PATI, (i) the loan from
     certain investors to PATI under the Note and Stock Purchase Agreement dated
     April 10, 2003 and related documents, and (ii) the loan from John Pappajohn
     or his Affiliates in the case of PATI, prior to the Closing Date of this
     transaction unless otherwise provided for herein, which shall be provided
     with notice to the other party (which notice may be provided at any time
     prior to the Closing);

                                      C-24


5.3.10   Make Payments.

          Promptly pay when due all liabilities and obligations of every kind
     and nature incurred by ACS and PATI in the ordinary course consistent with
     past business practices;

5.3.11   Pay Taxes.

          Timely and accurately file all required Tax Returns and timely pay all
     Taxes owed with respect to such Tax Returns;

5.3.12   No Liens.

          Refrain from granting any Liens except in the ordinary course of
     business consistent with past practices;

5.3.13   No Changes to Contracts.

          Refrain from amending, modifying, or terminating any of the Contracts
     or other Documents outside the ordinary course of business consistent with
     past business practices except as contemplated by this Agreement, including
     articles of incorporation and by-laws, or entering into any new Document
     that is material;

5.3.14   Perform Obligations.

          Punctually perform all obligations under each Contract and each of the
     other Documents, and keep each of them in full force and effect, free from
     any right of cancellation, forfeiture or termination;

5.3.15   Insurance Coverage.

          Continue in effect all Insurance Policies unless such insurance
     coverage is replaced by a new or different policy of similar nature and
     coverage;

5.3.16   No Changes in Accounting Principles.

          Refrain from changing the accounting principles used when maintaining
     accounting records or presenting its financial statements, or otherwise
     altering the manner of keeping accounts, books, or records, except for
     converting its accounting basis to the accrual method;

5.3.17   Benefit Plans.

          Make full and timely payment of all amounts required under any Benefit
     Plan;

                                      C-25


5.3.18   Loans to Affiliates.

          Refrain from making, changing, or forgiving any loan in excess of
     $5,000 between ACS or PATI and any of their Affiliates, directors,
     employees, officers, related parties, or stockholders.

5.3.19   Payments to Affiliates.

          Refrain from making any payments in excess of $5,000 in any case or
     $25,000 in the aggregate of any kind, including dividends, distributions,
     bonuses, repayment of indebtedness to any Affiliates, directors, employees,
     officers, related parties or stockholders, other than normal, recurring
     payments of salary, commissions, bonuses, retainers, reimbursements,
     repayment of indebtedness, and the like, in accordance with existing
     contractual obligations or in the ordinary course of business consistent
     with past practices.

5.3.20   No Agreements Concerning the Foregoing.

          Refrain from entering into any agreement to take any of the actions
     described in the foregoing Sections 5.3.1 through 5.3.20 of this Section
     5.3.

5.4  Changes to the Information Disclosed on the Schedules.

     From the Effective Date of this Agreement through the Closing Date: ACS and
PATI shall promptly notify the other party of any material changes to the
information disclosed to the other party during the due diligence process
relating to this Agreement, and on any schedule to this Agreement, including
changes occurring after the date of this Agreement (although such disclosure
shall not in any way amend or supplement any schedule).

5.5  Representations, Warranties, and Covenants.

     Each party to this Agreement shall notify in writing each other Party to
this Agreement of any condition, circumstance, fact, or other information of
which such party has become aware that may cause the representations and
warranties of such Party contained in this Agreement to be incorrect or
incomplete in any material respect at any time prior to the Closing Date as if
made on and as of any such time or cause such Party to be unable to perform its
covenants contained in this Agreement that it is required to perform on or
before the Closing Date. Such Party shall then use reasonable efforts in good
faith to prevent or promptly cure any such breach.

5.6  Satisfaction of the Closing Conditions.

     ACS shall use its best efforts in good faith to cause the conditions set
forth in Section 3.2 and Section 4.2 to be satisfied, including the delivery to
PATI of all of the Consents. PATI shall use its best efforts in good faith to
cause the conditions set forth in Section 4.1 to be satisfied as promptly as
possible.

                                      C-26


5.7  No Shopping.

     Unless and until this Agreement is terminated pursuant to ARTICLE 8, ACS
shall not, and no ACS Stockholder or any Affiliate thereof shall cause ACS to,
nor shall any ACS Stockholder, directly or indirectly encourage, solicit,
initiate, or participate in any discussions or negotiations with any Person
other than PATI concerning any merger, sale of substantially all assets,
business combination, sale of shares of capital stock, or similar transaction
involving ACS, or directly or indirectly disclose any Confidential Information
to any Person other than PATI and its advisors and representatives. If ACS or
any ACS Stockholder receives an offer or inquiry with respect to any of the
foregoing types of transactions, such Person shall promptly inform PATI of such
offer or inquiry.

5.8  Intentionally Omitted.

5.9  Transferability of PATI Common Stock.

     ACS hereby agrees that, after the Closing as contemplated herein, ACS may
distribute shares of PATI common stock only to the ACS Stockholders that are
signatories to this Agreement and to any new shareholders of ACS who become
record and beneficial owners of common stock of ACS prior to the Closing. The
ACS Stockholders hereby agree that they, and any new shareholders of ACS who
become record and beneficial owners of common stock of ACS prior to the Closing,
may not distribute any shares of PATI common stock for a period of twelve (12)
months from the Closing Date. Notwithstanding anything contained to the contrary
herein, PATI and ACS agree that, in the event that any ACS Stockholder that is a
signatory to this Agreement elects to dissolve or liquidate itself as a
corporation after the Closing, then the respective shareholders of such
corporation shall be entitled to receive their respective and proper shares of
PATI represented by new stock certificates in their respective names with the
understanding that such shares and certificates will be subject to a twelve
month holding period as are the other previously mentioned ACS Stockholders and
will be subject to the Indemnification obligations of the ACS Stockholders that
are signatories hereto.

5.10     Raising of Additional Funds

     TFC, and Eric Brauss personally, hereby agree to raise from investors (or
invest personally) an aggregate of $1,500,000 (excluding debt conversion) for
investment in Series D Preferred Stock in accordance with Section 7.10 hereof
within the period of time that is the earlier of (i) 90 days from the
preparation and delivery to TFC and Mr. Brauss by PATI of an offering memorandum
or (ii) 120 days from the closing of the loan contemplated by the Credit
Agreement, provided that an offering memorandum is delivered by PATI within 30
days of the date of the first closing transaction contemplated by the Credit
Agreement (although this obligation shall not be affected to the extent that an
offering memorandum is not delivered within such period, rather, such period
shall increase on a day-for-day basis for each day that the offering memorandum
is delivered after such 30-day period). In addition, each of TFC and Eric
Brauss, personally and John Pappajohn, personally, agrees to use their
reasonable best efforts to raise additional new capital of an aggregate of up to
$1,500,000 (in addition to the amounts set forth herein) for investment in
Series D Preferred Stock in accordance with Section 7.10 hereof.

                                      C-27


5.11     Credit Enhancement

     John Pappajohn, personally, hereby agrees by April 30, 2003 to provide for
credit enhancement as may be necessary to secure a $500,000 letter of credit for
the benefit of ACS to Pinnacol Assurance of the State of Colorado.

ARTICLE 6
INDEMNIFICATION

6.1      Survival; Indemnification Obligation.

6.1.1    Survival

          The representations and warranties contained in this Agreement shall
     survive for a period of 12 months from the date of this Agreement.

6.1.2    Indemnification by ACS and Sellers.

          ACS and, with respect to each matter enumerated below, each ACS
     Stockholder, severally, but not jointly as to themselves, and only to the
     extent of their respective ownership in PATI common stock, shall indemnify
     and hold harmless PATI Indemnitees against and in respect of any and all
     material Claims suffered, which may arise out of or be in respect of (i)
     any material falsity, inaccuracy or misrepresentation in or breach of any
     of the representations, warranties or covenants made in this Agreement or
     any other Transaction Document or in any financial statements, certificate,
     document or instrument delivered at or prior to the Closing by or on behalf
     of ACS, or each ACS Stockholder, respectively, (ii) any action, event,
     condition, omission or failure to act of or by Sellers, their officers,
     directors, employees or agents prior to the Closing Date, (iii) any Tax
     obligations imposed on a PATI Indemnitee attributable to ACS, or (iv) any
     of the Retained Liabilities of or attributable or traceable to ACS. The
     indemnification obligation of each ACS Stockholder shall not include any
     personal liability but shall be limited only to (i) any matter enumerated
     above with respect to which such ACS Stockholder had actual knowledge at or
     prior to the time of the Closing (ii) and such liability shall be limited
     to the total number of shares of PATI common stock received by such ACS
     Stockholder in connection with the transactions contemplated hereby.
     Notwithstanding the foregoing, ACS and each ACS stockholder shall have no
     liability under this Section 6.1.2 unless and until the aggregate amount of
     all Claims arising under the matters enumerated above exceeds $100,000.

6.1.3    Indemnification by PATI.

          PATI and, with respect to each matter enumerated below, each PATI
     Stockholder, severally, but not jointly as to themselves, and only to the
     extent of their respective ownership in PATI common stock, shall indemnify
     and hold harmless ACS Indemnitees against and in respect of any and all
     material Claims suffered, which may arise out of or be in respect of (i)
     any material falsity, inaccuracy or misrepresentation in or breach of any
     of the representations, warranties or covenants made in this Agreement or
     any other Transaction Document or in any financial statements, certificate,
     document or instrument delivered at or prior to the Closing by or on behalf
     of PATI, or each PATI Stockholder, respectively, (ii) any action, event,
     condition, omission or failure to act of or by PATI, its officers,
     directors, employees or agents prior to the Closing Date, (iii) any Tax
     obligations imposed on an ACS Indemnitee attributable to PATI (specifically
     not intended to include any tax payable by any ACS Stockholder as a result
     of this transaction or any distributions by ACS following the Closing), or
     (iv) the Assumed Liabilities. The indemnification obligation of each PATI
     Stockholder shall not include any personal liability but shall be limited
     only to (i) any matter enumerated above with respect to which such PATI
     Stockholder had actual knowledge at or prior to the time of the Closing and
     (ii) such liability shall be limited to the total number of shares of PATI
     common stock owned by such PATI Stockholder in connection with the
     transactions contemplated hereby. Notwithstanding the foregoing, PATI shall
     have no liability under this Section 6.1.3 unless and until the aggregate
     amount of all Claims arising under the matters enumerated above exceeds
     $100,000.

                                      C-28


6.2      Indemnification Procedure.

6.2.1    Defense of a Claim.

          Within five (5) days after receiving notice of any Claim that may give
     rise to an indemnification obligation under this Agreement the party in
     receipt of such notice shall give each other party to this Agreement
     written notice of such Claim together with a copy of all documents relating
     to such Claim, and the Indemnitor shall immediately undertake the defense
     of such Claim by representatives of its own choosing.

6.2.2    Participation of the Indemnitee.

          If ten (10) days after delivering written notice of a Claim to the
     Indemnitor (or if earlier five (5) days before an answer or other pleading
     must be served to prevent judgment by default in favor of the Person
     asserting the Claim) the Indemnitor has not begun to defend against such
     Claim, the Indemnitee shall have the right to defend compromise or settle
     such Claim on behalf of and for the account and risk of the Indemnitor.
     Notwithstanding whether the Indemnitor commences at any time to defend
     against a Claim the Indemnitee shall have the right to participate in such
     defense by representatives of its own choosing.

6.2.3    Settlement of Claims.

          An Indemnitor shall have the right at its own cost and expense to
     compromise or settle any Claim provided that an Indemnitor shall not
     compromise or settle any Claim or consent to the entry of any judgment if
     such compromise, settlement or judgment does not include an unconditional
     release by the person or entity asserting the Claim of each Indemnitee from
     all liability with respect to such Claim.

6.2.4    Cooperation.

          In connection with any indemnity obligation, each Indemnitee shall
     cooperate with all reasonable requests of the Indemnitor.

                                      C-29


ARTICLE 7
POST-CLOSING COVENANTS

7.1      Tax Liabilities.

     Subsequent to Closing, ACS shall accurately prepare and file in the time
periods prescribed therefor all Tax Returns attributable to its business and
operations for all periods prior to the Closing Date, and pay when due all Taxes
due and owing with respect thereto.

7.2      Assumed Liabilities.

     From and after the Closing Date, PATI shall have complete control over the
payment, settlement or other disposition of, or any dispute involving, any of
the Assumed Liabilities and PATI shall have the right to conduct and control all
negotiations and proceedings with respect thereto. Upon receipt of notice
thereof, ACS agrees to notify PATI immediately of any claim made with respect to
any such Assumed Liability and shall not, except with the prior written consent
of PATI, make any payment of, or settle or offer to settle, or consent to any
compromise with respect to, any such Assumed Liability. ACS agrees to cooperate
with PATI in any reasonable manner requested by PATI in connection with any
negotiations or proceedings involving any such Assumed Liability.

7.3      Payments Received.

     From and after the Closing, PATI shall have the right and authority to
endorse without recourse the name of ACS on any check or any other evidences of
indebtedness received by PATI on account of the Business and the Assets
transferred to PATI hereunder. ACS agrees that it will hold and promptly
transfer and deliver to PATI, from time to time as and when received, any cash,
checks with appropriate endorsements (using its best efforts not to convert such
checks into cash), or other property that it may receive on or after the Closing
which properly belongs to PATI and will account to PATI for all such receipts.

7.4      Access to Records.

     At all times after the date of Agreement, upon the request of PATI, and to
the extent that all ACS business records, documents and data have not been
transferred and conveyed to PATI pursuant to this Agreement, ACS shall make
available to PATI any remaining records, documents and data with respect to the
Business, Assets and Assumed Liabilities not otherwise transferred to PATI
hereunder. ACS shall preserve for three (3) years all records possessed or to be
possessed by ACS relating to any of the Business, Assets, Assumed Liabilities or
the Business prior to the Closing Date.

7.5      Employees.

7.5.1    Employment.

          Schedule 7.5 sets forth a list of each employee of ACS, together with
     salary, accrued benefits and vacation time for each such employee, that
     PATI agrees to employ after the Closing for a period of at least 30 days at
     the same compensation level together with the same or similar benefits as
     each employee received from ACS immediately prior to Closing as set forth
     on Schedule 7.5. As of the Closing Date, PATI shall enter into an
     employment agreement with Mark Bodner on the terms and conditions as set
     forth in the form attached hereto as Exhibit F. ACS will terminate the
     employment of each of its employees that will be employed by PATI,
     effective at 12:01 a.m. on the day following the Closing Date and will pay
     all liabilities relating to the employment of, and termination of, such
     employees up to the Closing, with the understanding that PATI shall assume
     the obligations of any salary continuation, severance pay, accrued vacation
     time or other value or benefits as set forth on Schedule 7.5 that might
     otherwise be due to any employee formerly employed by ACS in the event that
     such employee is terminated by PATI subsequent to Closing. PATI shall
     assume and be responsible for any and all written employment agreements in
     force at Closing with management employees or executive employees, provided
     such employment agreements are disclosed in detail and set forth in
     Schedule 7.5 herein prior to the execution of this Agreement.

                                      C-30


7.5.2. Benefit Plans.

          Except as otherwise contemplated by Section 2.4, ACS shall pay
     directly to each of such employees that portion of all benefits (including
     the Benefit Plans) which has been accrued on behalf of that employee (or is
     attributable to expenses properly incurred by that employee) as of the
     Closing Date, and PATI shall assume no liability therefor. No portion of
     the assets of any Benefit Plan, fund, program or arrangement, written or
     unwritten, heretofore sponsored or maintained by ACS (and no amount
     attributable to any such Benefit Plan, fund, program or arrangement) shall
     be transferred to PATI, and PATI shall not be required to continue any such
     Benefit Plan, fund, program or arrangement after the Closing Date. All such
     employees of ACS who are re-employed by PATI on or after the Closing Date
     shall be new employees of PATI and any prior employment by ACS of such
     employees shall not affect entitlement to, or the amount of, salary or
     other cash compensation, current or deferred, which PATI may make available
     to its employees.

7.5.3    Stock Options.

          PATI shall make eligible all ACS employees listed on Schedule 7.5.3 to
     participate in the PATI employee stock option plan and shall grant on the
     Closing Date, options to purchase the number of shares of PATI stock
     indicated on Schedule 7.5.3 to each of the employees listed thereon.

7.6      Use of Name.

     From and after the Closing, no Seller shall use the name "American
CareSource" for any business or professional reason whatsoever. ACS will not
grant to any other person or entity the right to use such name as part of the
name of any other business or entity or as part of any trade name or trademark
not belonging to PATI.

                                      C-31


7.7      Non-Competition.

     Each of the Sellers recognizes that the covenants of the Sellers contained
in the Non-Compete Agreement attached as Exhibit 7.7 (the "Covenant Not to
Compete") are an essential part of this Agreement and the other Transaction
Documents and that but for the agreement of the Sellers to comply with such
covenants, PATI would not have entered into this Agreement or the other
Transaction Documents. Each of the Sellers acknowledge and agree that its
Covenant Not to Compete is necessary to ensure the continuation of the Business
and the reputation of PATI and that irrevocable harm and damage will be done to
PATI if any Seller competes with PATI. Each of the ACS Stockholders (other than
any ACS Stockholder who has executed an Employment Agreement with ACS) hereby
agrees to enter into the Covenant Not to Compete substantially in the form
attached as Exhibit 7.7 on the Closing Date.

7.8      No Disclosure of Confidential Information.

7.8.1    Non-Disclosure Obligation of Sellers.

          Each of the Sellers covenants not to disclose any Confidential
     Information at any time to any Person other than PATI and its respective
     advisors and representatives (the "Non-Disclosure Obligation"). This
     Section 7.8 shall not preclude ACS from:

     (a)  Disclosing information to its accountants, lawyers and other
          professional advisors;

     (b)  Disclosing information generally available to the public other than by
          breach of this Section 7.8; or

     (c)  Disclosing information required by law or court order after promptly
          notifying PATI of the requirement to disclose such information.

7.8.2    Non-Disclosure Obligation of PATI.

          PATI and each PATI Stockholder covenants not to disclose any
     Confidential Information at any time to any Person other than ACS and its
     respective advisors and representatives (the "Non-Disclosure Obligation").
     This Section 7.8 shall not preclude PATI from:

     (a)  Disclosing information to its accountants, lawyers and other
          professional advisors;

     (b)  Disclosing information generally available to the public other than by
          breach of this Section 7.8; or

     (c)  Disclosing information required by law or court order after promptly
          notifying ACS of the requirement to disclose such information.

7.8.3    Judicial Enforcement.

                                      C-32


          Any breach or violation of the Non-Disclosure Obligation shall entitle
     the non-breaching party to an injunction restraining any further or
     continued breach or violation. Such right to an injunction shall be in
     addition to and cumulative of (and not in lieu of) any other remedies to
     which the non-breaching party is entitled because of such breach or
     violation. If a court of competent jurisdiction determines that the
     Non-Disclosure Obligation is partially or wholly inoperative, invalid or
     unenforceable in a particular case because of its duration, geographical
     scope, restricted activity or any other parameter such court may reform
     such duration, geographical scope, restricted activity or other parameter
     with respect to such case to permit enforcement of such reformed
     Non-Disclosure Obligation to the greatest extent allowable.

7.9      Reasonableness.

          Each seller acknowledges that the terms of the Covenant Not to Compete
     and the Non-Disclosure Obligation are reasonable in all respects and
     necessary to permit PATI to realize the benefits of the transactions
     contemplated by this Agreement.

7.10     Private Placement.

     PATI will complete a private placement of securities (the proceeds of which
shall have been deposited in escrow prior to the Closing) immediately following
the Closing that will result in gross proceeds of not less than four million
dollars ($4,000,000) (the "Minimum Amount") which shall include (i) two million
five hundred thousand dollars ($2,500,000) in the form of debt issued prior to
the Closing and (ii) $1,500,000 described below. The cash proceeds from the
aforementioned private placement will be used for the working capital of PATI
following the Closing. TFC, and Eric Brauss personally, hereby agree to raise
from investors (or invest personally) an aggregate of $1,500,000 (excluding debt
conversion) for investment in Series D Preferred Stock in accordance herewith
within the period of time that is the earlier of (i) 90 days from the
preparation and delivery to TFC and Mr. Brauss by PATI of an offering memorandum
or (ii) 120 days from the closing of the loan contemplated by the Credit
Agreement, provided that an offering memorandum is delivered by PATI within 30
days of the date of the first closing transaction contemplated by the Credit
Agreement (although this obligation shall not be affected to the extent that an
offering memorandum is not delivered within such period, rather, such period
shall increase on a day-for-day basis for each day that the offering memorandum
is delivered after such 30-day period). In addition, each of TFC and Eric
Brauss, personally and John Pappajohn, personally, agrees to use their
reasonable best efforts to raise additional new capital of an aggregate of up to
$1,500,000 (in addition to the amounts set forth herein) for investment in
Series D Preferred Stock in accordance hereof. The issuance of the Series D
Preferred Stock in the private placement will occur following the Closing and
the ownership percentages of each of the PATI Stockholders and ACS Stockholders
will be reduced accordingly (inclusive of any anti-dilution adjustments). The
proposed form of Certificate of Designation for the Series D Preferred Stock
shall be in the form attached hereto as Exhibit 7.10. The form of Certificate of
Designation may be subject to revision at the discretion of PATI.

7.11     Cooperation.

     ACS acknowledges that PATI, at its option, will be required to prepare
financial statements relating to the Business for periods prior to the Closing.
ACS agrees that PATI and its representatives and accountants shall have full
access to the books, records, properties and personnel of ACS to the extent
necessary for preparing financial statements. ACS agrees to cooperate with PATI,
its accountants and representatives in preparing such financial statements.

                                      C-33


ARTICLE 8
TERMINATION

8.1      Termination of this Agreement.

     ACS and PATI may not terminate this Agreement except under the specific
circumstances set forth below at any time prior to the Closing Date.

8.1.1    Consent.

     ACS and PATI may mutually agree in writing to terminate this Agreement.

8.1.2    Breach by the ACS.

          PATI may abandon or terminate this Agreement by written notice to ACS
     if: (i) the representations and warranties set forth in this Agreement were
     incorrect or incomplete, in any material respect, as of the execution date
     of this Agreement or will be incorrect or incomplete, in any material
     respect, on the Closing Date as though made as of such dates, or (ii) ACS
     fails to perform timely, in all material respects, the covenants and
     obligations that it is required to perform under this Agreement and that
     are not waived by PATI in writing.

8.1.3    Breach by PATI.

          ACS may abandon or terminate this Agreement by written notice to PATI
     if: (i) the representations and warranties of PATI set forth in this
     Agreement were incorrect or incomplete in any material respect as of the
     execution date of this Agreement or will be incorrect or incomplete, in any
     material respect, on the Closing Date as though made as of such dates, or
     (ii) PATI fails to perform timely, in all material respects, the covenants
     and obligations that it is required to perform under this Agreement that
     are not waived by ACS in writing.

8.1.4    Outside Date.

          ACS or PATI may abandon or terminate this Agreement by written notice
     to the other parties to this Agreement if the Closing Date has not occurred
     on or before August 31, 2003, unless however, the Closing does not occur
     prior to such date because the SEC has determined to review the proxy
     statement filed by PATI in connection with soliciting approval of the
     transaction by PATI stockholders, then the Closing may occur any time prior
     to November 30, 2003.

8.2      Effect of Termination.

     If this Agreement is abandoned or terminated pursuant to Sections 8.1.1 or
8.1.4, no party to this Agreement shall possess any right against any other
party to this Agreement because of such termination. If any of the parties to
this Agreement abandon or terminate this Agreement other than pursuant to
Sections 8.1.1 or 8.1.4, however, then each party to this Agreement may pursue
any and all remedies that such party may have under this Agreement or at law or
in equity with respect to this Agreement and such abandonment or termination.

                                      C-34


8.3      Disclosure of this Agreement.

     If this Agreement is abandoned or terminated for any reason, the Sellers
shall not disclose to any Person (a) the contents of the negotiations among the
Sellers and PATI concerning this Agreement, or (b) the terms of this Agreement.

ARTICLE 9
MISCELLANEOUS

9.1      Publicity.

     ACS and PATI shall not issue any press release or make any public statement
concerning this Agreement without obtaining the prior consent of the other party
unless such is compelled by the securities laws of the United States or the
securities law of any state.

9.2      Transaction Costs.

     Except as otherwise provided herein, each Seller shall pay all of their
costs and expenses (including attorneys' fees and other legal costs and expenses
and accountants' fees and other accounting costs and expenses) incurred in
connection with this Agreement, the other Transaction Documents and the
transactions contemplated hereby and thereby, other than as specifically set
forth therein. Except as otherwise provided herein, PATI shall pay all of its
costs and expenses (including attorneys' fees and other legal costs and expenses
and accountants' fees and other accounting costs and expenses) incurred in
connection with this Agreement, the other Transaction Documents and the
transactions contemplated hereby and thereby, than as specifically set forth
therein.

9.3      Definitions.

     Capitalized  terms not otherwise  defined in this Agreement  shall have the
meanings set forth below

9.3.1    Affiliate.

          The term "Affiliate" with respect to a Person, shall mean other Person
     that directly or indirectly controls, is controlled by, or is under control
     with such Person. The term "control" shall mean the possession, directly or
     indirectly, of the power to direct or cause the direction of management and
     policies of such person or entity, whether through the ownership of voting
     securities, by contract or otherwise.

9.3.2    Applicable Law.

          The term "Applicable Law" shall mean any applicable decree,
     injunction, judgment, law, order, ordinance, regulation, rule, statute, or
     writ of any federal, state, local, or foreign governmental entity (or any
     agency, department, or political subdivision of any governmental entity),
     including any such law relating to the Business.

                                      C-35


9.3.3    Assets.

          The term "Assets" shall mean collectively all of the assets owned or
     used by ACS in connection with the ownership and operation of the Business,
     including without limitation, all of the assets referred to in Section 1.1
     of this Agreement.

9.3.4    Assignment of Contracts.

          The term "Assignment of Contracts" shall mean an assignment of
     contract substantially in the form attached hereto as Exhibit H.

9.3.5    Assumed Liabilities.

          The term "Assumed Liabilities" shall mean all obligations and
     liabilities set forth on Schedule 2.4.

9.3.6    Audited Financial Statements.

          The term "Audited Financial Statements" shall mean the financial
     statements set forth in Section 4.2.8(b).

9.3.7    Beneficial Stockholder.

          The term "Beneficial Stockholder" shall mean a holder of stock, a
     holder of any right to acquire stock or a holder of the right, directly or
     indirectly, to vote or dispose of any of the stock.

9.3.8    Benefit Plans.

          The term "Benefit Plans" shall mean all employee benefit plans and
     employment agreements, if any, to which ACS is party or by which it is
     bound.

9.3.9    Business.

          The term "Business" shall have the meaning ascribed to it in the
     recitals to this Agreement, except as otherwise specifically set forth
     herein.

9.3.10   Claims.

          The term "Claims" shall mean any and all direct or indirect damages,
     claims, losses, liabilities and expenses, including, without limitation,
     legal fees and disbursements, accounting fees and disbursements, expenses
     of investigation, and other expenses.

                                      C-36


9.3.11   Closing.

          The term "Closing" shall mean the closing of the transactions
     contemplated by this Agreement.

9.3.12   Closing Date.

          The term "Closing Date" shall mean the date of the Closing of this
     Agreement as set forth in Section 3.1.

9.3.13   COBRA.

          The term "COBRA" shall mean the group health plan continuation
     coverage requirements of Sections 601-609 and 4980B of the Code.

9.3.14   Code.

          The term "Code" shall mean the Internal Revenue Code of 1986, as
     amended.

9.3.15   Confidential Information.

          The term "Confidential Information" shall mean any information
     concerning ACS or PATI assets, cash flows, business, financial condition,
     operations or prospects or the Business or the Assets, the contents of the
     negotiations among PATI and ACS concerning this Agreement or any other
     Transaction Documents and the transactions contemplated hereby, or the
     terms of this Agreement and the other Transaction Documents.

9.3.16   Consent.

          The term "Consent" shall mean any approval, consent, ratification,
     waiver or other authorization including, but not limited to, any
     Governmental Authorization.

9.3.17   Contracts.

          The term "Contracts" shall mean customer contracts, vendor/supplier
     contracts, security deposits, leases of real property or Tangible Personal
     Property, management and executive employment agreements, and contracts and
     agreements for services.

9.3.18   Covenant Not to Compete.

          The term "Covenant Not to Compete" shall mean for ACS, the covenants
     provided in Section 7.7 of this Agreement.

9.3.19   Customer Contracts.

          The term "Contracts" shall mean all Documents to which ACS is a party
     (or entered into on behalf of ACS) pursuant to which ACS provides services
     to its customers.

                                      C-37


9.3.20   Customer Services.

          The term "Customer Services" shall mean all services offered by ACS in
     connection with services provided through the customer contracts of ACS.

9.3.21   Document.

          The term "Document" with respect to any Person, shall mean any
     agreement, authorization, commitment, contract, decree, deed of trust,
     franchise, instrument, judgment, lease, license, mortgage, order,
     Governmental Authorization or other document or obligation of which such
     Person is a party or by which such Person's assets are bound.

9.3.22   ERISA.

          The term "ERISA" shall mean the Employee Retirement Income Security
     Act of 1974, as amended.

9.3.23   Excluded Assets.

          The term Excluded Assets" shall mean all Assets listed in Section 1.2
     of this Agreement.

9.3.24   Financial Statements.

          The term "Financial Statements" shall mean the financial statements
     and related notes and schedules described in Schedule 4.2.8.

9.3.25   GAAP.

          The term "GAAP" shall mean generally accepted accounting principles
     set forth in the opinions of the Accounting Principles Board of the
     American Institute of Certified Public Accountants and statements and
     pronouncements of the Financial Accounting Standards Board or in such other
     statements by such other entity or other practices and procedures as may be
     approved by a significant segment of the accounting profession, which are
     applicable to the circumstances as of the date of the determination. For
     purposes of this Agreement, GAAP shall be applied on an accrual basis in a
     manner consistent with historic practices of the person to which the term
     applies.

9.3.26   Governmental Authorizations.

          The term "Governmental Authorizations" shall mean any approval,
     consent, license, permit, waiver or other authorization issued, granted, or
     given or otherwise made available by or under the authority of any
     Governmental Authority pursuant to Applicable Law.

                                      C-38


9.3.27   Governmental Authority.

          The term "Governmental Authority" shall mean any: (a) nation, state,
     county, city, town, village, district or other jurisdiction of any nature;
     (b) federal, state, local, municipal, foreign, or other government; (c)
     governmental or quasi-governmental authority of any nature (including any
     governmental agency, branch, department, official, or entity or any court
     or other tribunal); (d) multi-national organization or body; (e) body
     exercising, or entitled to exercise, any administrative, executive,
     judicial, legislative, police, regulatory, or Taxing authority or power of
     any nature.

9.3.28   Indemnitee.

          The term "Indemnitee" shall mean the party or parties entitled to
     indemnification pursuant to ARTICLE 6 of this Agreement.

9.3.29   Indemnitor.

          The term "Indemnitor" shall mean the party or parties responsible for
     providing indemnification pursuant to ARTICLE 6 of this Agreement.

9.3.30   Insurance Policy.

          The term "Insurance Policy" shall mean all insurance policies in
     effect, which provide any type of insurance coverage for ACS with respect
     to business casualties, errors and omissions, general business liabilities
     or medical malpractice.

9.3.31   Intellectual Property.

          The term "Intellectual Property" shall mean any patents, trademarks,
     service marks or logos, trade names, software, computer software (including
     documentation and related object and source codes), proprietary designs,
     assumed names, copyrights, know-how, processes, inventions, or similar
     intellectual property, and applications, registrations or licenses for any
     of the foregoing.

9.3.32   Lawsuit.

          The term "Lawsuit" shall mean any action, charge, claim, counterclaim,
     decree, injunction, inquiry, investigation, legal action, litigation,
     order, proceeding, suit or writ.

9.3.33   Lien.

          The term "Lien" shall mean any charge, claim, equity, judgment, lease,
     liability, license, lien, mortgage, pledge, restriction, security interest,
     Tax lien, option, right of first refusal, right to acquire, restrictions
     (whether on issuance, voting, sale, transfer, disposition or otherwise) or
     encumbrance of any kind.

                                      C-39


9.3.34   Material Adverse Change.

          The term "Material Adverse Change" shall mean any event, occurrence,
     fact, condition, change or effect that is materially adverse to business,
     operations, prospects, results of operations, properties or assets taken as
     a whole.

9.3.35   Most Recent Balance Sheet.

          The term "Most Recent Balance Sheet" shall mean the most recent
     balance sheet that is a part of the Financial Statements.

9.3.36   Non-Compete Period.

          The term "Non-Compete Period" with respect to any Seller shall mean
     the period beginning on the Closing Date and ending on the second
     anniversary of the Closing Date.

9.3.37   Non-Disclosure Obligation.

          The term "Non-Disclosure Obligation" shall mean, with respect to each
     Seller, the covenants provided in Section 7.8 of this Agreement.

9.3.38   Office Lease.

          The term "Office Lease" shall mean the certain leases described on
     Schedule 1.1.11 of this Agreement.

9.3.39   PATI Indemnitees.

          The term "PATI Indemnitees" shall mean PATI, its stockholders,
     affiliates, officers, directors, employees and agents, and their respective
     successors and assigns.

9.3.40   Person.

          The term "Person" shall mean an association, business trust,
     corporation, estate, general partnership, Governmental Authority (or any
     agency, department or political subdivision of a Governmental Authority),
     individual, joint stock company, joint venture, limited liability company,
     limited partnership company, professional association, professional
     corporation, trust or other organizational entity.

9.3.41   Permitted Liens.

          The term "Permitted Liens" shall mean the assumed debt and security
     interests as disclosed on Schedule 4.2.12.

9.3.42   Premises.

          The term "Premises" shall mean the lease of the premises described on
     Schedule 1.1.11.

                                      C-40


9.3.43   Purchase Consideration.

          The term "Purchase Consideration" shall mean the aggregate of any
     common stock issued, cash paid, liabilities assumed, and guarantees issued
     at Closing.

9.3.44   Retained Liabilities.

          The term "Retained Liabilities" shall mean any debts, obligations,
     contracts, loans, commitments, undertakings or liabilities of ACS, whether
     fixed, unliquidated, contingent or otherwise, of any nature whatsoever
     arising before or after the Closing or in connection with any of the Assets
     or Business that are not Assumed Liabilities.

9.3.45   SEC.

          The term "SEC" shall mean the Securities and Exchange Commission.

9.3.46   Seller Indemnitees.

          The term "Seller Indemnitees" shall mean the Sellers and their
     successors and assigns.

9.3.47   Tangible Personal Property.

          The term "Tangible Personal Property " shall mean all furniture,
     furnishings, computer hardware and software, supplies, equipment, fixtures,
     inventory and other tangible personal property owned or leased by ACS.

9.3.48   Tax.

          The term "Tax" shall mean any federal, state, local, foreign, or other
     ad valorem, customs, documentary, duty, employment, excise, franchise,
     gross income, gross receipts, lease, license, net income, payroll, premium,
     profits, property, occupation, sales, service, service use, stamp,
     severance, transaction privilege, transfer, use, or withholding Tax or
     other assessment, charge, fee, impost, levy, or Tax of any kind whatsoever,
     together with any related interest and penalties.

9.3.49   Tax Return.

          The term "Tax Return" shall mean any return, declaration, report,
     claim for refund, or information return or statement relating to Taxes,
     including any schedule or attachment thereto, and including any amendment
     thereof.

9.3.50   Transaction Documents.

          The term "Transaction Documents" shall mean each of this Agreement and
     other documents delivered by ACS pursuant to Section 3.2.3 of this
     Agreement, and any documents delivered by PATI pursuant to Section 3.3.3 of
     this Agreement.

                                      C-41


9.3.51   Vendor/supplier contracts.

          The term "Vendor/supplier contracts" shall mean all Documents to which
     ACS is a party pursuant to which the Vendors/suppliers are engaged to
     provide services with respect to the Business.

9.4      Property Taxes.

     At the Closing, all personal property Taxes on any Asset being conveyed
pursuant to this Agreement which is assessed as personal property shall be
prorated as of the Closing Date.

9.5      Entire Agreement.

     This Agreement (including the exhibits hereto) and the other Transaction
Documents (and the exhibits thereto) represent the entire understanding and
agreement among the parties with respect to the subject matter hereof, and
supersedes all other negotiations, understandings and representations (if any)
made by and among such parties.

9.6      Amendments.

     The provisions of this Agreement may not be amended, supplemented, waived
or changed orally, but only by a writing signed by the party as to whom
enforcement of any such amendment, supplement, waiver or modification is sought
and making specific reference to this Agreement.

9.7      Assignments.

     No party shall assign his or its rights and/or obligations hereunder
without consent of each other party to this Agreement, except that PATI may
assign its rights hereunder to any Affiliate of PATI, or any corporation
resulting from the merger or consolidation of PATI with any entity that acquires
all of PATI's assets.

9.8      Further Assurances.

     The parties hereby agree from time to time to execute and deliver such
further and other transfers, assignments and documents and do all matters and
things which may be convenient or necessary to more effectively and completely
carry out the intentions of this Agreement.

9.9      Binding Effect.

     All of the terms and provisions of this Agreement, whether so expressed or
not, shall be binding upon, inure to the benefit of, and be enforceable by the
parties and their respective administrators, executors, legal representatives,
heirs, successors and permitted assigns.

                                      C-42


9.10     Headings.

     The headings contained in this Agreement are for convenience of reference
only, are not to be considered a part hereof and shall not limit or otherwise
affect in any way the meaning or interpretation of this Agreement.

9.11     Notices.

     All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing (including telex and
telegraphic communication) and shall be (as elected by the person giving such
notice) hand delivered by messenger or courier service, telecommunicated, or
mailed (airmail if international) by registered or certified mail (postage
prepaid), return receipt requested, addressed to:



         PATI and PATI Stockholders        Roger L. Chaufournier
         _________         ................46 Prince Street
                                           Rochester, NY 14607
                                           Telephone No. 716/242-7200
                                           Facsimile No. 716/244-1367

         PATI Counsel:     ................Jeffery A. Baumel
         _________         ................McCarter & English, LLP
         _________         ................Four Gateway Center
         _________         ................100 Mulberry Street
         _________         ................Newark, NJ 07102
         _________         ................Telephone No. 973/622-4444
         _________         ................Facsimile No. 973/622-7070

         ACS and ACS Stockholders:         Robert Prosek
                                           8080 Tristar Drive, Suite 100
                                           Irving, TX 75063
                                           Telephone No. 972/871-7912
                                           Facsimile No. 972/871-8632

         ACS Counsel:                      Michael Caolo, Jr.
         _________         ................8080 Tristar Drive, Suite100
         _________         ................Irving, TX  75063
         _________         ................Telephone No. 972/871-7912, Ext. 226
         _________         ................Facsimile No. 972/871-8632


or to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
electronic mail; (c) on the date of transmission with confirmed answer back if
by telex, telefax or other telegraphic method; and (d) on the date upon which
the return receipt is signed or delivery is refused or the notice is designated
by the postal authorities as not deliverable, as the case may be, if mailed.

                                      C-43


9.12     Severability.

     If any provision of this Agreement or any other agreement entered into
pursuant hereto is contrary to, prohibited by or deemed invalid under applicable
law or regulation, such provision shall be inapplicable and deemed omitted to
the extent so contrary, prohibited or invalid, but the remainder hereof shall
not be invalidated thereby and shall be given full force and effect so far as
possible. If any provision of this Agreement may be construed in two or more
ways, one of which would render the provision invalid or otherwise voidable or
unenforceable and another of which would render the provision valid and
enforceable, such provision shall have the meaning which renders it valid and
enforceable.

9.13     Waivers.

     The failure or delay of any party at any time to require performance by
another party of any provision of this Agreement, even if known, shall not
affect the right of such party to require performance of that provision or to
exercise any right, power or remedy hereunder. Any waiver by any party of any
breach of any provision of this Agreement should not be construed as a waiver of
any continuing or succeeding breach of such provision, a waiver of the provision
itself, or a waiver of any right, power or remedy under this Agreement. No
notice to or demand on any party in any case shall, of itself, entitle such
party to any other or further notice or demand in similar or other
circumstances.

9.14     Pronouns.

     In this Agreement, the use of any gender shall be deemed to include all
genders, and the use of the singular shall include the plural and vice versa,
wherever it appears appropriate from the content.

9.15     Third Parties.

     Unless expressly stated herein to the contrary, 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 administrators, executors, other legal representatives, heirs,
successors and permitted assigns. Nothing to this Agreement is 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 or against any party to this Agreement.

9.16     Enforcement Costs.

     If any legal action 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 provision of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees, sales and use Taxes, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, Taxes, costs and expenses incident to arbitration, appellate, bankruptcy
and post-judgment proceedings), incurred in that action or proceeding, in
addition to any other relief to which such party or parties may be entitled.
Attorneys' fees shall include, without limitation, paralegal fees, investigative
fees, administrative costs, sales and use Taxes and all other charges billed by
the attorney to the prevailing party.

                                      C-44


9.17     Remedies Cumulative.

     Except as otherwise expressly provided herein, no remedy herein conferred
upon any party is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise. No single or partial exercise by any party of any right,
power or remedy hereunder shall preclude any other or further exercise thereof.

9.18     Counterparts.

     This Agreement may be executed 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. Confirmation of execution by telex or by telecopy or
telefax of a facsimile signature page shall be binding upon any party so
confirming.

9.19     Governing Law.

     THIS AGREEMENT AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS AND VENUE
AND JURISDICTION FOR ANY AND ALL LITIGATION BASED UPON OR ARISING OUT OF THIS
AGREEMENT SHALL BE IN DALLAS COUNTY, TEXAS.

9.20     Preparation of Agreement.

     This Agreement shall not be construed more strongly against any party
regardless of who is responsible for its preparation. The parties acknowledge
each contributed and is equally responsible for its preparation.

9.21     Survival.

     All representations, warranties, covenants and agreements made herein or
otherwise made in writing by any party pursuant hereto shall survive the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby for a period of 12 months from the Closing.

                                      C-45


9.22     Inducement to Transaction.

     All representations and warranties made by any party in this Agreement
shall be deemed made for the purpose of inducing the other party to enter into
this Agreement.

9.23     Arbitration.

     The parties shall use good faith negotiation to resolve any controversy,
dispute or disagreement arising out of or relating to this Agreement or the
other Transaction Documents or the breach of this Agreement or the other
Transaction Documents. Any matter not resolved by negotiation shall be submitted
to binding arbitration pursuant to this Section 9.23; provided however, that the
terms and provisions of this Section 9.23 shall not preclude any party hereto
from seeking, or a court of competent jurisdiction from granting, a temporary
restraining order, temporary injunction or other equitable relief for any breach
of (i) any non-competition or confidentiality covenant in this Agreement or any
other Transaction Documents or (ii) any duty, obligation, covenant,
representation or warranty set forth in this Agreement or any other Transaction
Document, the breach of which may cause irreparable harm or damage.

     a.   Arbitrators.

          In the event any claim or claims is brought by any of the parties
     hereto, or there is any other claim, controversy, dispute or disagreement
     arising out of or relating to this Agreement, and the parties are unable to
     resolve such claim, controversy, dispute or disagreement within thirty (30)
     days after notice is first delivered pursuant to the other party, the
     parties agree to each select one arbitrator in Dallas County, Texas, to
     hear and decide all such claims under this Section 9.23. The two (2)
     arbitrators so chosen shall then select a third arbitrator who is
     experienced in the matter or action that is subject to such arbitration.
     Each of the arbitrators chosen shall be impartial and independent of all
     parties to this Agreement. If either of the parties fails to select an
     arbitrator within twenty (20) days after the end of such thirty-day period,
     or if the arbitrators chosen fail to select a third arbitrator within
     twenty days, then any party may in writing request the judge of the United
     States District Court for the Northern District of Texas senior in term of
     service to appoint the arbitrator or arbitrators and, subject to this
     Section 9.23, such arbitrators shall hear all arbitration matters arising
     under this Section 9.23.

     b.   Applicable Rules.

          Each arbitration hearing shall be held at a place acceptable to a
     majority of the arbitrators and the subject parties. The arbitration shall
     be conducted in accordance with the Commercial Arbitration Rules of the
     American Arbitration Association to the extent such rules do not conflict
     with the terms of this Section 9.23. The decision of a majority of the
     arbitrators shall be reduced to writing and shall be binding on the
     parties. All privileges under Texas and federal law, including
     attorney-client and work-product privileges, shall be preserved and
     protected to the same extent that such privileges would be protected in a
     federal court proceeding applying Texas law.

                                      C-46


9.24     Schedules.

          All references in this Agreement to Sections, Exhibits or Schedules
     shall mean the sections, exhibits or schedules of this Agreement unless
     otherwise expressly set forth. The Exhibits and Schedules to this Agreement
     shall be deemed a part of this Agreement for all purposes. A disclosure of
     an item in a Schedule or under a heading in a Schedule corresponding to a
     particular Section or Subsection of this Agreement or a separate disclosure
     item within such a Section or Subsection shall not be a disclosure under
     any other Schedule, any other Section or Subsection of this Agreement or
     separate disclosure item within such a Section or Subsection or any other
     disclosure item of such Schedule. ACS has delivered to PATI a true and
     complete copy of each arrangement, Document or other item described on each
     Schedule to this Agreement.

               [SIGNATURES INTENTIONALLY APPEAR ON FOLLOWING PAGE]



                                      C-47




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

                                                     PATI

                                                     By:/s/Roger L. Chaufournier
                                                        ------------------------
                                                     Name: Roger L. Chaufournier
                                                     Title:President

                                                     ACS

                                                     By:/s/Robert A. Prosek
                                                        ------------------------
                                                     Name: Robert A. Prosek
                                                     Title:   President
ACS STOCKHOLDERS

ACSC, Inc.

By:/s/Sue Shelton


   ------------------------------
         Sue Shelton, President


/s/Mark Bodnar
---------------------------------
Mark Bodnar, individually


/s/Eric Brauss
---------------------------------
Eric Brauss, individually and as the
ultimate beneficial and majority owner and affiliate of ACSC, Inc.

PATI STOCKHOLDERS:

/s/John Pappajohn
---------------------------------
John Pappajohn, individually


/s/Derace Schaffer
---------------------------------
Derace Schaffer, individually

                                      C-48


                                   APPENDIX D

                AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT
                         FOR PURCHASE AND SALE OF ASSETS

     This is an amendment (this  "Amendment") dated July 30, 2003 to the Amended
and  Restated  Agreement  for  Purchase and Sale of Assets dated as of April 10,
2003 (the "Purchase Agreement") by and among American CareSource Corporation, an
Indiana corporation ("ACS"),  Patient Infosystems,  Inc., a Delaware corporation
("PATI") and the stockholders signatory thereto.

                                    RECITALS

A.   ACS, PATI and others are parties to the Purchase Agreement.

B.   ACS and PATI have  agreed to amend the Credit  Agreement  to  increase  the
     maximum loan amount  thereunder to an aggregate of $3.4 million pursuant to
     a series of promissory notes (the "Notes").

C.   The  parties  wish  to  amend  the  Purchase  Agreement  on the  terms  and
     conditions  set  forth  herein  to  reflect  changes  in the  terms  of the
     transaction  resulting  from  the  additional  loans by PATI to ACS made in
     accordance with the Credit Agreement, as amended.

     NOW, THEREFORE,  in consideration of the agreement of the parties contained
herein, and intending to be legally bound, the parties hereto agree as follows:

1.   Recitals and Definitions.

     ACS and PATI acknowledge and agree that the foregoing recitals are true and
correct as of the date of this Amendment.  Capitalized terms used herein and not
defined  shall have the meanings  assigned to them in the Purchase  Agreement as
amended by any prior amendments.

2.   Total Consideration to be Issued to ACS.

     The  following  sections of the  Purchase  Agreement  hereby are amended to
reflect a reduction in the number of shares of Common Stock of PATI to be issued
to ACS, referred to in the Purchase Agreement as the Initial  Consideration from
2,971,915 to 2,091,366.

     a.   Recitals "C."

     b.   Section 1.1.

     c.   Section 2.1.

3.   Amendments to Credit Agreement.

     The  aggregate  amount  of the  loans  from PATI to ACS that may be made in
accordance  with the Credit  Agreement has been  increased from $2.25 million to
$3.4 million.  Accordingly,  the following section of the Purchase  Agreement is
amended to reflect the increase in the loans from $2,250,000 to $3,400,000:

          1. Recitals "F."

                                      D-1


4.   Raising of Additional Funds.

     Section 5.10 of the Purchase  Agreement is hereby  replaced in its entirety
and amended to read as follows:

     "5.10 Raising of Additional Funds

     TFC and Mr.  Brauss,  personally,  agree to raise from investors (or invest
personally)  an  aggregate  of  $1,500,000   (excluding  debt   conversion)  for
investment in Series D Preferred Stock in accordance with Section 7.10 by a date
that is no later than October 1, 2003. In addition, each of TFC and Eric Brauss,
personally and John Pappajohn,  personally,  agrees to use their reasonable best
efforts to raise  additional new capital of an aggregate of up to $1,000,000 (in
addition to the amounts set forth  herein) for  investment in Series D Preferred
Stock in accordance with Section 7.10 hereof."

5.   Private Placement.

     (a)  Section  7.10 of the  Purchase  Agreement  is hereby  replaced  in its
          entirety and amended to read as follows:

     "7.10 Private Placement.

          TFC and Mr.  Brauss,  personally,  agree to raise from  investors  (or
     invest  personally) an aggregate of $1,500,000  (excluding debt conversion)
     for investment in Series D Preferred Stock in accordance herewith by a date
     that is no later than October 1, 2003.  In  addition,  each of TFC and Eric
     Brauss,  personally  and John  Pappajohn,  personally,  agrees to use their
     reasonable best efforts to raise  additional new capital of an aggregate of
     up to  $1,000,000  (in  addition  to the  amounts  set  forth  herein)  for
     investment in Series D Preferred Stock in accordance  hereof.  The issuance
     of the  Series  D  Preferred  Stock in the  private  placement  will  occur
     following  the Closing and the  ownership  percentages  of each of the PATI
     Stockholders and ACS Stockholders will be reduced accordingly (inclusive of
     any  anti-dilution  adjustments).  The  proposed  form  of  Certificate  of
     Designation  for the Series D Preferred Stock shall be in the form attached
     hereto as Exhibit  7.10.  The form of  Certificate  of  Designation  may be
     subject to revision at the discretion of PATI."

     (b)  A new Section  3.2.8  shall be added to the  Purchase  Agreement  that
          shall provide that the satisfaction of the obligations of TFC and Eric
          Brauss  under  Section  5.10  of  the  Purchase   Agreement  shall  be
          additional   conditions  precedent  of  the  obligations  of  PATI  to
          consummate the Closing, which shall be as follows:

     "3.2.8 Private Placement.

          All  amounts  to be raised by TFC and Eric  Brauss as  referred  to in
     Section 5.10 of this Agreement shall be deposited into an escrow account to
     be released to PATI upon the aggregate amount of $1,500,000 being raised by
     TFC,  Mr.  Brauss  and/or other ACS  investors  immediately  following  the
     Closing."

                                      D-2


6.   General.

     The  parties  hereto  acknowledge  that  all  provisions  of  the  Purchase
Agreement, except as amended hereby, shall remain in full force and effect.

7.   Definitions.

     Whenever  appearing in the Purchase  Agreement or any other agreement,  the
term  "Purchase  Agreement"  shall be deemed to mean the  Purchase  Agreement as
amended.

8.   Representations and Warranties.

     ACS  represents  and warrants to PATI that:  (i) it has the power,  and has
taken all necessary action to authorize,  execute and deliver this Amendment and
perform  its  obligations  in  accordance  with the terms  hereunder,  (ii) this
Amendment  and the Purchase  Agreement as amended by the Amendment is the legal,
valid  and  binding  obligation  of  ACS  enforceable  against  ACS,  (iii)  the
execution,  delivery  and  performance  of this  Amendment  by ACS  will not (a)
require any  governmental  approval  or any other  consent or  approval;  or (b)
violate or conflict with any  agreement to which it is a party,  or result in or
require  the  creation  of any lien upon any of the assets of ACS,  and (iv) the
financial  information provided by ACS to PATI in connection with the request of
ACS that PATI  enter into this  Amendment  is true and  correct in all  material
respects.

9.   Fees of PATI's Counsel.

     ACS shall pay the fees and  expenses  of  McCarter & English in  connection
with the preparation and negotiation of this Amendment and all related documents
at the closing.

10.  Intergration.

     This Amendment together with the Purchase  Agreement  constitute the entire
agreement and  understanding  among the parties  relating to the subject  matter
hereof and thereof and supersedes all prior proposals, negotiations,  agreements
and understandings relating to such subject matter.

11.  Severability.

     If any provision of this Amendment  shall be held invalid or  unenforceable
in  whole  or in part in any  jurisdiction,  such  provision  shall,  as to such
jurisdiction,  be ineffective to the extent of such invalidity or enforceability
without in any manner affecting the validity or enforceability of such provision
in any other  jurisdiction or the remaining  provisions of this Amendment in any
other jurisdiction.

                                      D-3


12.  No Forfeiture of Rights.

     The parties hereto acknowledge that by agreeing to this Amendment, they are
not  waiving any rights or remedies  they may have under this  agreement  or any
prior agreement by or among the parties.

13.  Incorporation by Reference.

     This Amendment is  incorporated  by reference into the Purchase  Agreement.
Except as otherwise provided herein, all of the other provisions of the Purchase
Agreement  shall  remain  in  full  force  and  effect  as of the  date  of this
Amendment.

14.  Governing Law; Successors and Assigns.

     This Amendment is governed by the laws of the State of Texas and is binding
upon ACS, PATI and the signatories to the Purchase Agreement and this Agreement.

15.  Counterparts.

     This  Amendment may be executed by one or more of the parties on any number
of separate  counterparts,  and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective  officers  thereunto duly  authorized,  on the date
first above written.

                                                     PATI

                                                     By:/s/Roger L. Chaufournier
                                                        ------------------------
                                                     Name: Roger L. Chaufournier
                                                     Title:President

                                                     ACS

                                                     By:/s/Robert A. Prosek
                                                        ------------------------
                                                     Name: Robert A. Prosek
                                                     Title:   President

                                      D-4

ACS STOCKHOLDERS

ACSC, Inc.

By:/s/Sue Shelton


   ------------------------------
         Sue Shelton, President


/s/Mark Bodnar
---------------------------------
Mark Bodnar, individually


/s/Eric Brauss
---------------------------------
Eric Brauss, individually and as the
ultimate beneficial and majority owner and affiliate of ACSC, Inc.

PATI STOCKHOLDERS:

/s/John Pappajohn
---------------------------------
John Pappajohn, individually


/s/Derace Schaffer
---------------------------------
Derace Schaffer, individually

                                      D-5

                                   APPENDIX E

             AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT FOR
                          PURCHASE AND SALE OF ASSETS

     This is an  amendment  (this  "Amendment")  dated  October  8,  2003 to the
Amended and Restated Agreement for Purchase and Sale of Assets dated as of April
10,  2003 and  Amended  July 30, 2003 (the  "Purchase  Agreement")  by and among
American  CareSource  Corporation,   an  Indiana  corporation  ("ACS"),  Patient
Infosystems,   Inc.,  a  Delaware  corporation  ("PATI")  and  the  stockholders
signatory thereto.

                                    RECITALS

A.   ACS, PATI and others are parties to the Purchase Agreement.

B.   The  parties  wish  to  amend  the  Purchase  Agreement  on the  terms  and
     conditions  set  forth  herein  to  reflect  changes  in the  terms  of the
     transaction  resulting  from  the  additional  loans by PATI to ACS made in
     accordance with the Credit Agreement, as amended.

     NOW, THEREFORE,  in consideration of the agreement of the parties contained
herein, and intending to be legally bound, the parties hereto agree as follows:

1.   Recitals and Definitions.

     ACS and PATI acknowledge and agree that the foregoing recitals are true and
correct as of the date of this Amendment.  Capitalized terms used herein and not
defined  shall have the meanings  assigned to them in the Purchase  Agreement as
amended by any prior amendments.

2.   Total Consideration to be Issued to ACS.

     The  following  sections of the  Purchase  Agreement  hereby are amended to
reflect a reduction in the number of shares of Common Stock of PATI to be issued
to ACS, referred to in the Purchase Agreement as the Initial  Consideration from
2,091,366 to 1,500,000.

     a.   Recitals "C."

     b.   Section 1.1.

     c.   Section 2.1.



                                      E-1


3.   Assumed Liabilities.

     The  following  sections of the  Purchase  Agreement  hereby are amended to
reflect the forgiveness of the  Subordinated  Note of $2,339,065.21 in principal
plus all accrued interest and related expenses payable by ACS to Today Financial
Corporation  (Subordinated Note attached hereto as Exhibit A). This Subordinated
Note will be forgiven by Today Financial  Corporation  prior to closing and will
not be assumed by PATI.

     a.   Recitals "B" and "C"

     b.   Section 2.1

     c.   Section 2.3

     d.   Section 3.2.3.12

4.   Transferability of PATI Common Stock

     Section 5.9 of the Purchase  Agreement  is hereby  replaced in its entirety
and amended to read as follows:

"5.9 Transferability of PATI Common Stock.

     ACS hereby agrees that, after the Closing as contemplated  herein,  ACS may
distribute  shares of PATI common  stock only to the ACS  Stockholders  that are
signatories  to this  Agreement  and to any new  shareholders  of ACS who become
record and  beneficial  owners of common stock of ACS prior to the Closing.  The
ACS  Stockholders  hereby agree that they, and any new  shareholders  of ACS who
become record and beneficial owners of common stock of ACS prior to the Closing,
may not  distribute  any shares of PATI common stock for a period of twelve (12)
months from the Closing Date. Notwithstanding anything contained to the contrary
herein, PATI and ACS agree that, in the event that any ACS Stockholder that is a
signatory  to this  Agreement  elects  to  dissolve  or  liquidate  itself  as a
corporation  after the Closing,  or to make a distribution of the PATI shares to
its  stockholders  (and if  applicable,  any  corporate  or company  stockholder
thereof,  to its  stockholders or any  partnership,  to its partners),  then the
respective  shareholders of such corporation  shall be entitled to receive their
respective and proper shares of PATI  represented by new stock  certificates  in
their respective names with the understanding  that such shares and certificates
will be subject to the same  restrictions  as are set forth  above which are the
same as are the other previously mentioned ACS Stockholders and that all of such
shares  will  be  subject  to  the   Indemnification   obligations  of  the  ACS
Stockholders that are signatories hereto as are set forth herein. As a condition
to the transfer of the shares as set forth above,  each ACS  Stockholder  agrees
that it will obtain the written acceptance of each and every  distributee,  in a
form reasonably  satisfactory to PATI, to be bound by and subject to each of the
terms of this Agreement  (including  with regard to restrictions on transfer and
Indemnification) as if they were an ACS Stockholder hereunder."

5.   Raising of Additional Funds.

     Section 5.10 of the Purchase  Agreement is hereby  replaced in its entirety
and amended to read as follows:

"5.10 Raising of Additional Funds

     PATI may, to the extent it deems it to be feasible and advantageous,  raise
additional  new capital of an aggregate of up to $2,500,000  (in addition to the
amounts  set  forth  herein)  for  investment  in  Series D  Preferred  Stock in
accordance with Section 7.10 hereof."



                                      E-2


6.   Private Placement.

(a)  Section 7.10 of the Purchase  Agreement is hereby  replaced in its entirety
     and amended to read as follows:

"7.10 Private Placement.

     PATI may, to the extent it deems it to be feasible and advantageous,  raise
additional  new capital of an aggregate of up to $2,500,000  (in addition to the
amounts  set  forth  herein)  for  investment  in  Series D  Preferred  Stock in
accordance  hereof.  The issuance of the Series D Preferred Stock in the private
placement will occur following the Closing and the ownership percentages of each
of the  PATI  Stockholders  and ACS  Stockholders  will be  reduced  accordingly
(inclusive of any anti-dilution  adjustments).  The proposed form of Certificate
of  Designation  for the Series D Preferred  Stock shall be in the form attached
hereto as Exhibit 7.10. The form of Certificate of Designation may be subject to
revision at the discretion of PATI."

(b)  Section 3.2.8 of the Purchase Agreement is hereby deleted in its entirety.

7.   Shareholders Agreement.

     The  Shareholders  Agreement  referred to in Section  3.2.3.10  and Section
3.3.3.7 and attached to the  Purchase  Agreement as Exhibit I is replaced in its
entirety by Exhibit I attached to this Amendment.

8.   General.

     The  parties  hereto  acknowledge  that  all  provisions  of  the  Purchase
Agreement, except as amended hereby, shall remain in full force and effect.

9.   Definitions.

     Whenever  appearing in the Purchase  Agreement or any other agreement,  the
term  "Purchase  Agreement"  shall be deemed to mean the  Purchase  Agreement as
amended.

10.  Representations and Warranties.

     ACS  represents  and warrants to PATI that:  (i) it has the power,  and has
taken all necessary action to authorize,  execute and deliver this Amendment and
perform  its  obligations  in  accordance  with the terms  hereunder,  (ii) this
Amendment  and the Purchase  Agreement as amended by the Amendment is the legal,
valid  and  binding  obligation  of  ACS  enforceable  against  ACS,  (iii)  the
execution,  delivery  and  performance  of this  Amendment  by ACS  will not (a)
require any  governmental  approval  or any other  consent or  approval;  or (b)
violate or conflict with any  agreement to which it is a party,  or result in or
require  the  creation  of any lien upon any of the assets of ACS,  and (iv) the
financial  information provided by ACS to PATI in connection with the request of
ACS that PATI  enter into this  Amendment  is true and  correct in all  material
respects.

11.  Fees of PATI's Counsel.

     ACS shall pay the fees and  expenses  of  McCarter & English in  connection
with  the  preparation  and  negotiation  of  this  Amendment  and  all  related
documents.



                                      E-3


12.  Integration.

     This Amendment together with the Purchase  Agreement  constitute the entire
agreement and  understanding  among the parties  relating to the subject  matter
hereof and thereof and supersedes all prior proposals, negotiations,  agreements
and understandings relating to such subject matter.

13.  Severability.

     If any provision of this Amendment  shall be held invalid or  unenforceable
in  whole  or in part in any  jurisdiction,  such  provision  shall,  as to such
jurisdiction,  be ineffective to the extent of such invalidity or enforceability
without in any manner affecting the validity or enforceability of such provision
in any other  jurisdiction or the remaining  provisions of this Amendment in any
other jurisdiction.

14.  No Forfeiture of Rights.

     The parties hereto acknowledge that by agreeing to this Amendment, they are
not  waiving any rights or remedies  they may have under this  agreement  or any
prior agreement by or among the parties.

15.  Incorporation by Reference.

     This Amendment is  incorporated  by reference into the Purchase  Agreement.
Except as otherwise provided herein, all of the other provisions of the Purchase
Agreement including all amendments thereto shall remain in full force and effect
as of the date of this Amendment.

16.  Governing Law; Successors and Assigns.

     This Amendment is governed by the laws of the State of Texas and is binding
upon ACS, PATI and the signatories to the Purchase Agreement and this Agreement.

17.  Counterparts.

     This  Amendment may be executed by one or more of the parties on any number
of separate  counterparts,  and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized,  on the date first above
written.


                                                     PATI

                                                     By:/s/Roger L. Chaufournier
                                                        ------------------------
                                                     Name: Roger L. Chaufournier
                                                     Title:President

                                                     ACS

                                                     By:/s/Robert A. Prosek
                                                        ------------------------
                                                     Name: Robert A. Prosek
                                                     Title:   President


                                      E-4


ACS STOCKHOLDERS

ACSC, Inc.

By:/s/Sue Shelton


   ------------------------------
         Sue Shelton, President


/s/Mark Bodnar
---------------------------------
Mark Bodnar, individually


/s/Eric Brauss
---------------------------------
Eric Brauss, individually and as the
ultimate beneficial and majority owner and affiliate of ACSC, Inc.

PATI STOCKHOLDERS:

/s/John Pappajohn
---------------------------------
John Pappajohn, individually


/s/Derace Schaffer
---------------------------------
Derace Schaffer, individually


                                      E-5



                            PATIENT INFOSYSTEMS, INC.
              THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR
                       THE SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON November 12, 2003


     The undersigned hereby appoints Kent Tapper and/or Roger Chaufournier, each
with full power of  substitution,  as proxies for the  undersigned to attend the
Special Meeting of Stockholders of Patient Infosystems, Inc. (the "Company"), to
be held at 245 Park Avenue,  27th Floor,  New York, New York on December 9, 2003
at 10 a.m., Eastern Time, or any adjournment  thereof, and to vote the number of
shares of capital stock of the Company that the undersigned would be entitled to
vote,  and with all the power  the  undersigned  would  possess,  if  personally
present, as follows:


1. Approval of an amendment to the Company's  Certificate  of  Incorporation  to
increase the number of authorized shares of capital stock to 100,000,000 divided
into 80,000,000 shares of common stock, par value $0.01 per share and 20,000,000
shares of preferred stock, par value $0.01 per share.

[  ] FOR                         [  ] AGAINST                       [  ] ABSTAIN

2. Approval of an amendment to the Company's  Certificate  of  Incorporation  to
change the Company's name to American CareSource Corporation.

[  ] FOR                         [  ] AGAINST                       [  ] ABSTAIN

3. Approval of an amendment to the Company's  Certificate  of  Incorporation  to
provide for a 1 for 12 reverse stock split.

[  ] FOR                         [  ] AGAINST                       [  ] ABSTAIN


4. Approval of an amendment to the Company's  Amended and Restated  Stock Option
Plan to increase the number of authorized shares reserved for issuance under the
plan from 1,680,000 to 3,500,000 shares.

[  ] FOR                         [  ] AGAINST                       [  ] ABSTAIN

     The Proxies will vote as specified herein or, if a choice is not specified,
they will vote "FOR" the proposals  set forth above.  In their  discretion,  the
Proxies are  authorized  to vote upon such other  business as may properly  come
before the meeting or any adjournment thereof.

     When shares are held by two or more persons as joint  tenants,  both or all
should  sign.  When  signing as attorney,  executor,  administrator,  trustee or
guardian, please give full title as such. If a corporation,  please sign in full
corporate  name by  president or other  authorized  officer.  If a  partnership,
please sign in partnership name by authorized person.

DATED:
        ----------------                  ----------------------------

                                          ----------------------------

                                          ----------------------------

                                          ----------------------------
                                          Signature