EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into effective as of the “Effective Time” as defined in that certain Agreement and Plan of Merger by and among Patient Infosystems, Inc., PATY Acquisition Corp. and CCS Consolidated, Inc. (the “Merger Agreement”), by and between Patient Infosystems, Inc., a Delaware corporation (the “Company”), and Glen Spence (“Employee”).

Conditioned on the successful consummation of the Plan of Merger pursuant to the Merger Agreement and in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.          Employment. The Company hereby employs Employee in the capacity of Chief Financial Officer, reporting to the Company’s Chief Executive Officer. Employee accepts such employment and agrees to diligently, conscientiously and exclusively perform such services as are customary to such office and as shall from time to time be assigned to him by the Chief Executive Officer or the Company’s Board of Directors (the “Board”). Employee’s employment will be on a full-time business basis requiring the devotion of substantially all of his productive business time for the efficient and successful operation of the business of the Company.

2.          Conditional Agreement; Term. Should Plan of Merger not be consummated and the Effective Time not occur, this Agreement shall not become effective. Should this Agreement become effective, the employment hereunder shall be for a one year period commencing at the Effective Time, unless earlier terminated as provided in Section 4 (the “Initial Term”). This Agreement shall be automatically renewed for successive one-year periods upon the expiration of the Initial Term unless earlier terminated as provided in Section 4. The parties expressly agree that designation of a term and renewal provisions in this Agreement does not in any way limit the right of the parties to terminate this Agreement at any time as hereinafter provided. Reference herein to the term of this Agreement shall refer both to the Initial Term and any successive term as the context requires.

3.1       Salary. For the performance of Employee’s duties hereunder, the Company shall pay Employee a salary at the annualized rate of $215,000 (the “Base Compensation”).

(a) Beginning in calendar year 2006, and thereafter while this Agreement is in effect, the Employee shall be eligible to receive a discretionary calendar year annual bonus in an amount of up to twenty percent (20%) of Base Compensation. The award of the bonus shall be subject to the satisfaction of mutually agreed upon performance goals. These performance goals will be established within the first sixty (60) days of the calendar year. If the Company and the Employee are unable to agree on mutually acceptable performance goals, then the Company shall not be responsible for the payment of any bonus. The Company, in its sole discretion, shall determine the extent to which the performance goals upon which the annual bonus is based have been achieved. Employee must remain an active employee through the end of the applicable bonus year and will not earn any bonus if employment terminates for any reason before the end of the bonus year. No prorated bonus can be earned.

(b) The Employee will be eligible during the term of this Agreement for such other bonus payments as may be awarded to the Employee by the Company.

3.3       Payment and Withholding. All payments required to be made by the Company to the Employee shall be made in accordance with the Company’s normal payroll practices and shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.

3.4       Personnel Policies and Benefits. Unless otherwise specified herein, the Employee’s employment is subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. The Employee will be eligible to participate on the same basis as similarly situated employees in the Company’s benefit plans in effect from time to time during his employment. For this purpose, Employee will be considered “similarly situated” to the executive level officers of the Company. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of the plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. While this Agreement is in effect the Company agrees to maintain at its expense a group life insurance program in which the Employee is eligible to apply for coverage and name the beneficiary or beneficiaries and a group long term disability insurance program in which the Employee is eligible to apply for coverage.

3.5        Stock Options. From time to time the Company may grant to Employee options under the Company’s then current Stock Option Plan to purchase shares of the Company’s common stock at a stated exercise price per share. Any options granted will vest and be exercisable in accordance with a Stock Option Agreement to be executed pursuant to the Company’s Stock Option Plan. Employee will participate in any stock grant program established by the Company on the same basis as similarly situated employees.

3.6       Reimbursement of Expenses. Employee shall be eligible to be reimbursed for all reasonable business expenses, including but not limited to expenses for travel, meals, and entertainment incurred by Employee in connection with and reasonably related to the furtherance of the Company’s business in accordance with the Company’s policy. Employee shall submit expense reports and receipts documenting the expenses incurred in accordance with Company policy.

4.1       Termination Events. The employment of the Employee and the Term of this Agreement will terminate upon the occurrence of any of the following events (“the Termination Event”):

(b)       The Employee’s “Disability”, defined, subject to applicable state and federal law, as termination by the Company because the Employee is unable to perform the essential functions of Employee’s position (with or without reasonable accommodation as such term is defined in the Americans with Disabilities Act) for six months in the aggregate during any twelve month period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act and other applicable law.          

(c)        Employee is discharged by the Company for “Cause”. As used in this Agreement, the term “Cause” shall mean a determination by the Company that:

(i)        Employee has engaged in theft, dishonesty, or falsification of any Company documents or records or in conduct constituting a felony or a misdemeanor involving dishonesty or moral turpitude; or