PATIENT INFOSYSTEMS INC
EXHIBIT 10.54 AMENDED CREDIT AGREEMENT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>noteadd1.txt
<DESCRIPTION>EXHIBIT 10.54 AMENDED CREDIT AGREEMENT
<TEXT>
                                 FIRST ADDENDUM
                                       TO
                               SECOND AMENDED AND
                            RESTATED CREDIT AGREEMENT

THIS FIRST  ADDENDUM to Second  Amended and Restated  Credit  Agreement  ("First
Addendum")  is made as of the  28th  day of  June,  2002 by  Wells  Fargo  Bank,
National Association,  successor-in-interest  to Wells Fargo Bank Iowa, National
Association (the "Bank") and Patient Infosystems, Inc. (the "Borrower").

Recitals:

A.   Wells Fargo Bank Iowa, National Association and the Borrower entered into a
     Second  Amended and Restated  Credit  Agreement,  with an Effective Date of
     March  28,  2002  ("Credit  Agreement")  pursuant  to which  the Bank  made
     available to the Borrower a $2,500,000 revolving line of credit. Borrowings
     under the Line are currently evidenced by a $2,500,000.00  promissory note,
     dated March 28, 2002 ("Existing Revolving Note").

B.   As of June  28,  2002  there  is owed on the  Existing  Revolving  Note the
     principal  amount of  $2,500,000.00  and  accrued,  unpaid  interest in the
     amount of $16,263.62.

C.   Wells Fargo Bank,  National  Association  now holds the Existing  Revolving
     Note and the other  Documents and is  successor-in-interest  to Wells Fargo
     Bank Iowa, National Association with respect to the Existing Revolving Note
     and the other Documents.

D.   The Borrower has requested that the Bank increase the Line to Three Million
     Dollars ($3,000,000.00).

E.   The Bank and the Borrower  wish to amend the Credit  Agreement  pursuant to
     the terms of this First Addendum.

NOW, THEREFORE,  in consideration of the premises and mutual covenants contained
herein it is agreed:

1.   All terms not  otherwise  defined  in this  First  Addendum  shall have the
     meaning given to such term in the Credit Agreement.  The recital paragraphs
     are hereby incorporated as though fully set forth in this First Addendum.

2.   Notwithstanding  the  execution  of the Credit  Agreement  or any  addendum
     thereto,  or the delivery of all  documents  in  furtherance  thereof,  the
     obligation  of the Bank to make  any  advance  on the  Line and this  First
     Addendum becoming effective shall be subject to the timely  satisfaction of
     the following conditions precedent:

     a)   No event  of  default  or event  which  will  mature  into an event of
          default, shall have occurred and be continuing.

     b)   The  representations  and warranties of the Borrower  contained in the
          Documents  shall be true and  correct as of the date of any advance on
          the Line.

     c)   The Borrower shall have  delivered to the Bank copies,  duly certified
          as of the date of this First Addendum by the  Borrower's  secretary of
          (i) the resolutions of Borrower's  board of directors  authorizing the
          execution  and  delivery  of this  First  Addendum  and the  Documents
          required by this First Addendum,  (ii) all documents  evidencing other
          necessary  Borrower  action,  and  (iii)  all  approvals  or  consents
          required, if any, with respect to the Documents.

     d)   The Borrower  shall have  delivered to the Bank a  certificate  of its
          secretary  certifying the name(s) of the person(s)  authorized to sign
          this First  Addendum and the  Documents,  and all other  documents and
          certificates of the Borrower to be delivered hereunder,  together with
          the true signatures of such person(s).

     e)   The Borrower  shall have  delivered the  Documents and the  agreements
          listed  below,   each  of  which  shall  be  in  a  form  and  content
          satisfactory to the Bank,  executed by the parties specified  therein,
          and  all  other  documents,  certificates,   opinions  and  statements
          requested by the Bank:

          i)   This First Addendum.

          ii)  The  revolving  note attached  hereto as Exhibit "A"  ("Revolving
               Note") which shall  evidence the  Borrower's  obligation to repay
               advances made under the Line (as defined below).  Upon this First
               Addendum becoming effective, the Revolving Note will replace, but
               not be deemed to satisfy, the Existing Revolving Note.

     f)   The Bank shall have received  amendments to each Standby L/C described
          below, in  substantially  the form of the attached  Exhibit "B", which
          changes the name of the  beneficiary  to "Wells  Fargo Bank,  National
          Association,  successor-in-interest to Wells Fargo Bank Iowa, National
          Association":

          i)   Issued by West Des Moines State Bank on account of John Pappajohn
               in the amount of $750,000;

          ii)  Issued by  Manufacturers  and Traders Trust Company on account of
               Derace L. Schaffer in the amount of $1,250,000;

     g)   The Borrower shall have reimbursed the Bank for all expenses  incurred
          by it in  connection  with  this  First  Addendum,  including  but not
          limited to, attorney's fees.

     h)   The Bank shall have received from John Pappajohn (i) the unconditional
          guaranty attached hereto as Exhibit "C" and (ii) the Consent to Second
          Amended and Restated  Credit  Agreement,  Ratification of Guaranty and
          Waiver of Claims attached hereto as Exhibit "D".

     i)   The Bank shall have received a letter, in the form attached as Exhibit
          "E", from all of the Facility  Guarantors  (as that term is defined in
          such letter).

3.   Section 1.1 (Line Credit Amount) of the Credit  Agreement is hereby deleted
     and the following new Section 1.1 is substituted in lieu thereof:

     1.1  Line Credit Amount. During the Line Availability Period defined below,
          the Bank agrees to provide a revolving  line of credit (the "Line") to
          the Borrower.  Outstanding amounts under the Line will not, at any one
          time, exceed THREE MILLION DOLLARS AND 00/100 DOLLARS ($3,000,000.00).

4.   Section 3.2 of the Credit Agreement is hereby deleted and the following new
     Section 3.2 is substituted in lieu thereof:

     3.2  Interest  Rate Option  Based on LIBOR.  In addition to interest  rates
          based on the Prime Rate  Option  defined  in the  Revolving  Note,  as
          amended,  the  Borrower  may  elect to fix a rate of  interest  for an
          agreed upon period of time and principal  amount agreeable to the Bank
          and Borrower based upon the margin stated in the Revolving Note and at
          an interest rate derived from the current LIBOR rate  available to the
          Bank on national or  international  money  markets for a similar  time
          period and dollar amount.

          In order to elect the LIBOR Rate Option,  as defined in the  Revolving
          Note,  the Borrower  must request a quote from the Bank two days prior
          to funding.  This  request  must  designate an amount (the "LIBOR Rate
          Portion") and a period (the "LIBOR Interest  Period").  The LIBOR Rate
          Portion must be at least $100,000 and the LIBOR  Interest  Period will
          be for 30, 60 or 90 days or such other period to which the parties may
          agree.  The Bank shall not be  obligated to provide a LIBOR rate quote
          if it determines that no deposits with an amount and maturity equal to
          those for which a quotation has been  requested are available to it in
          the London interbank  market.  The Borrower must orally accept a quote
          when received or it will be deemed  rejected.  If accepted,  the LIBOR
          Rate  Option  will  remain in effect  for the  LIBOR  Interest  Period
          specified in the quote.  At the end of each LIBOR Interest  Period the
          principal  amount subject to the LIBOR Rate Option shall bear interest
          at the Prime Rate Option (as defined in the Revolving Note).

5.   All references to the "Bank" in the Credit Agreement shall mean Wells Fargo
     Bank, National Association.

6.   The  Borrower  does hereby  release and forever  discharge  the Wells Fargo
     Bank, National  Association,  Wells Fargo Bank Iowa, National  Association,
     Wells Fargo & Company, and their respective  affiliates and their officers,
     directors,  attorneys,  agents, employees,  successors and assigns from all
     causes of action,  suits,  claims and demands of every kind and  character,
     liquidated or unliquidated,  fixed, contingent,  direct or indirect without
     limit, including any action in law or equity, which the Borrower now has or
     may ever have had against  them, if the  circumstances  giving rise to such
     causes of action, suits, claims and demands arose prior to the date of this
     First Addendum.

7.   Except as modified by this First Addendum,  all the terms and conditions of
     the Credit Agreement, as amended, shall remain in full force and effect.

8.   The  Credit  Agreement,  as  amended,  embodies  the entire  agreement  and
     understanding between the Borrower and the Bank with respect to the subject
     matter thereof and supercedes all prior agreements and understandings among
     such parties with respect to the subject matters thereof.

IMPORTANT:  READ  BEFORE  SIGNING.  THE TERMS OF THIS  AGREEMENT  SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL  PROMISES NOT CONTAINED IN THIS WRITTEN  CONTRACT MAY BE LEGALLY  ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS  AGREEMENT ONLY BY ANOTHER  WRITTEN  AGREEMENT.
THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT  AGREEMENTS  (EXCEPT CONSUMER LOANS
OR OTHER EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

IN WITNESS WHEREOF,  the parties have executed this First Addendum as of the day
and year first above written.

PATIENT INFOSYSTEMS, INC.


By  /s/ Kent A. Tapper
    --------------------------
Its:Vice President
    --------------------------


WELLS FARGO BANK, NATIONAL ASSOCIATION

By  /s/ Randall R. Stromley
    ------------------------------------
     Randall R. Stromley, Vice President


<PAGE>


Wells Fargo Bank,
National Association                                              Revolving Note
================================================================================

$3,000,000.00                                                      June 28, 2002

FOR VALUE RECEIVED,  Patient Infosystems,  Inc. (the "Borrower") promises to pay
to the order of Wells Fargo Bank,  National  Association  (the  "Bank"),  at its
principal  office or such other address as the Bank or holder may designate from
time  to  time,   the  principal  sum  of  THREE  MILLION  and  00/100   Dollars
($3,000,000.00),  or the amount shown on the Bank's  records to be  outstanding,
plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing on the unpaid balance at the annual interest rate defined below. Absent
manifest error the Bank's  records will be conclusive  evidence of the principal
and accrued interest owing hereunder.

This Revolving Note is issued  pursuant to a Second Amended and Restated  Credit
Agreement,  with an Effective  Date of March 28, 2002,  between the Bank and the
Borrower,  as amended (the  "Agreement").  The Agreement,  and any amendments or
substitutions thereto, contain additional terms and conditions including default
and acceleration  provisions.  The terms of the Agreement are incorporated  into
this Revolving Note by reference. Capitalized terms not expressly defined herein
shall have the meanings given them in the Agreement.

INTEREST RATE

Prime Rate Option.  Unless the Borrower chooses the LIBOR Rate Option as defined
below,  the principal  balance  outstanding  under this Revolving Note will bear
interest  (computed on the basis of a 360-day  year,  actual days elapsed) at an
annual rate equal to the Prime Rate in effect from time to time (the "Prime Rate
Option").  The  "Prime  Rate" is a base  rate  that the Bank  from  time to time
establishes and which serves as the basis upon which effective rates of interest
are calculated for those loans making reference thereto. Each change in the rate
of interest  hereunder shall become effective on the date each Prime Rate change
is announced within the Bank.

LIBOR Rate Option.  Subject to the terms and  conditions  of the  Agreement  the
Borrower  may  elect  that all or  portions  of the  principal  balance  of this
Revolving  Note bear  interest  at the LIBOR Rate plus 1.75%  (the  "LIBOR  Rate
Option"). Specific reference is made to the Section 3 of the Agreement for terms
governing the designation of interest periods and rate portions.

The LIBOR Rate will be computed in accordance with the following formula.

         LIBOR Rate =    London Interbank Rate
                       -------------------------
                       1.00 - Reserve Percentage

         Where,

          (1)  "London  Interbank  Rate"  means the  average  rate at which U.S.
               Dollar  deposits  with  a term  equal  to  the  applicable  LIBOR
               Interest  Period and in an amount equal to the LIBOR Rate Portion
               are offered to the Bank on the London Interbank Market.

          (2)  "Reserve Percentage" means the Federal Reserve System requirement
               (expressed  as a percentage)  applicable  to the dollar  deposits
               used in calculating the LIBOR Rate above.

REPAYMENT TERMS

Interest.  Interest  will be  payable on the last day of each  month,  beginning
March 31, 2002. Interest accruing under the LIBOR Rate Option will be payable at
the end of the respective  LIBOR Interest  Period or the last day of each month,
whichever is earlier.

Principal.

     Principal, and any unpaid interest, will be payable in a single payment due
on March 31, 2003.

Prepayment Fee.

     Each prepayment of principal  amounts bearing interest under the LIBOR Rate
Option,  whether voluntary or by reason of acceleration,  will be accompanied by
accrued  interest  on the  amount  prepaid  plus a  prepayment  fee equal to the
amount, if any, by which:

          (1)  the  additional  interest  that  would  have been  payable on the
               amount  prepaid if it had not been paid until the last day of the
               applicable interest period, exceeds

          (2)  the  interest  that  would have been  recoverable  by the Bank by
               reinvesting  the amount prepaid from the  prepayment  date to the
               last day of the  applicable  interest  period in U.S.  Government
               Securities having a maturity date on or about that date.

ADDITIONAL  TERMS  AND  CONDITIONS.  The  Borrower  agrees  to pay all  costs of
collection,  including reasonable attorneys' fees and legal expenses incurred by
the Bank in the event this Revolving Note is not duly paid. Demand, presentment,
protest  and  notice of  nonpayment  and  dishonor  of this  Revolving  Note are
expressly  waived.  This Revolving Note will be governed by the substantive laws
of the State of Iowa.

Patient Infosystems, Inc.


By:  /s/ Kent A. Tapper
     ---------------------------------------------

Its: Vice President
     ---------------------------------------------

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