ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “ Agreement ”) is entered into as of the       day of February, 2008 by and between Claimsnet.com, Inc. , a Delaware corporation (the “ Purchaser ”), and Acceptius, Inc. , a Delaware corporation (the “ Seller ”).

WHEREAS, Seller is the owner of certain assets used in connection with its business of providing services to the health care industry (the “ Business ”); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to buy from Seller, all the assets of the Business as set forth on Schedule 1.1(a) (the “ Assets ”), except for the Excluded Assets (as defined below), for the consideration and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto do hereby agree as follows:

ARTICLE 1
PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES

1.1 Purchase of Assets .

(a) On the terms and subject to the conditions stated in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser at the Closing (as defined below), and Purchaser agrees to purchase or acquire from the Seller, all right, title and interest of the Seller in and to the Assets primarily relating to or used or held for use in connection with the Business as the same may exist on the Closing Date (as defined below) as described on the attached Schedule 1.1(a) , and including without limitation all those items in the following categories that conform to the definition of the term Asset:

(i) copies of all books, records and other data relating to the Assets and operations of the Business, including, but not limited to, manuals, marketing collateral, flow charts, correspondence, provided that Seller shall retain originals of the tax and accounting records of the Business as heretofore conducted and Seller shall provide true and accurate copies of the same to Purchaser upon Purchaser’s request following the Closing;

(ii) all of Seller’s right, title and interest in and rights to use the data used in the Business and all software, source code, documentation, manual and computer processes relating to the Business, whether owned or licensed, including without limitation, all proprietary software used in the Business;

(iii) all of Seller’s right, title and interest in and to the goodwill and going concern value related to the Business;

(iv) the name and mark “Acceptius” and any name or mark derived from or including the foregoing;

(vi) all of Seller’s right, title and interest in and to the contracts related to the Business effective as of February 1, 2008, as described on attached Schedule 1.1(a)(vi) (the “ Assumed Contracts ”); and

(vii) all fixed assets related to the Business.

Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to the Purchaser free and clear of all liabilities, obligations, liens and encumbrances excepting only Assumed Liabilities (as defined below).

(b)  Excluded Assets . The Seller will retain and not transfer, and the Purchaser will not purchase or acquire, the following assets (collectively, the “ Excluded Assets ”):

(i) Seller’s corporate existence and records (provided, however, that Seller shall provide copies of such records to Purchaser on request); and

(ii) the assets listed on Schedule 1.1(b) ;

1.2 Assumption of Liabilities .

(a)  Assumed Liabilities . Purchaser agrees to assume the liabilities described on the attached Schedule 1.2(a) (the “ Assumed Liabilities ”); and

(b)  Limits . Except for the Assumed Liabilities, or except as otherwise expressly set forth herein, Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise, including, but not limited to, that certain office lease between Seller and Prestonwood Reality Limited, dated July 11, 2001, as amended.

ARTICLE 2
CLOSING

The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur concurrently with the execution of this Agreement at 10:00 a.m. on the       day of February, 2008 (or such later time and date as the parties may mutually agree) at the offices of Claimsnet.com inc., 14860 Montfort Dr., Suite 250, Dallas, Texas 75254. The time and date on which the Closing occurs is called the “ Closing Date .”

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ARTICLE 3
CLOSING EXCHANGE

3.1 Purchase Price for Assets .

Subject to the terms and conditions set forth in this Agreement, the purchase price to be paid by Purchaser to Seller for the Assets shall be as set forth on the attached Schedule 3.1 (the “ Purchase Price ”).

3.2 Certain Closing Deliveries .

(a)  Cash and Purchaser Shares . At the Closing, Purchaser shall deliver to Seller, pursuant to Schedule 3.1 , (i) cash and (ii) certificates representing the Purchaser Shares (as defined below) due at Closing, duly endorsed or accompanied by duly executed stock powers (the “ Certificates ”).

(b)  Transfer of Assets . At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser good and valid title to all the Assets.

3.3 Sales Tax . Seller shall bear and pay, and shall reimburse Purchaser, for any sales taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses that may become payable in connection with the sale of the Assets to Purchaser. Seller shall cooperate with Purchaser to file all requests for certifications of sales and use tax due, including, without limitation, pursuant to any applicable state laws of Texas.

3.4 Allocation of Purchase Price . Purchaser and Seller have agreed upon the allocation of the consideration paid by Purchaser to Seller among the Assets. Such allocation shall be made in accordance with the applicable rules under Section 1060 of the Internal Revenue Code of 1986, as amended (“ Code ”), and is binding upon Purchaser and Seller for all purposes (including financial accounting purposes, financial and regulatory reporting purposes and tax purposes). Purchaser and Seller also each agree to file appropriate documents with the Internal Revenue Service (the “ IRS ”) under Treasury Regulation Section 1.1060-1T(h)(3) reflecting the foregoing.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER

As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller hereby represents and warrants to Purchaser as follows:

4.1 Authority; Consent . Seller has full power and authority (a) to enter into this Agreement and each agreement, document and instrument to be executed and delivered by Seller pursuant to, or contemplated by, this Agreement and (b) to carry out the transactions contemplated hereby and thereby. This Agreement, and each such agreement, document and instrument executed and delivered by Seller pursuant to this Agreement, constitute valid and binding obligations of Seller enforceable in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency or similar laws of general application relating to or affecting the rights of creditors and subject to general principles of equity. To the knowledge of Seller, the execution, delivery and performance by Seller of this Agreement, and each agreement, document and instrument pursuant to this Agreement to which it is a party, does not require Seller to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made.

4.2 Organization and Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority required to carry on its business as presently conducted. Seller is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. As used in this Agreement, “ Material Adverse Effect ” means a material adverse effect on, or a material adverse change in, or a group of such effects on or changes in (i) the business, operations, prospects, financial condition, results of operations, assets or liabilities of a party, taken as a whole or (ii) the ability of a party to perform its obligations under this Agreement.

4.3 No Conflicts . Except as set forth on Schedule 4. 3, neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) result in any violation of the terms of, (b) contravene or conflict with, (c) accelerate the performance of the obligations required under, (d) constitute a default under, (e) give any right of termination or cancellation under or (f) give any right to make any change in any of the liabilities or obligations under, Seller’s Certificate of Incorporation or By-laws, or any agreement, contract, note, bond, debenture, indenture, mortgage, deed of trust, lease, license, judgment, decree, order, law, rule or regulation or other restriction applicable to Seller or to which Seller is a party or by which Seller or its property or assets are bound or affected. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will result in the creation of any lien upon any of the properties or assets of Seller.

4.4 Financial Statements . Seller has previously furnished to Purchaser true and complete copies of Seller’s unaudited balance sheet and notes thereto as of December 31, 2007 and statements of operations for the fiscal year then ended and interim balance sheet and income statements for the period ended January 31, 2008 (collectively, the “ Seller Financial Statements ”). The Seller Financial Statements (including any related schedules) fairly present the financial position of Seller for the periods or as of the dates therein set forth, subject, where appropriate, to normal year-end adjustments, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein).

4.5 Changes . Except as previously disclosed in writing to Purchaser, since the date of the Seller Financial Statements:

(a) there has been no material adverse change in the business, property, financial condition or results of operations of the Business; and

(b) except for the transaction contemplated hereby and for immaterial transactions, Seller has conducted business in the ordinary and usual course.

4.6 Status of Property .

(a)  Real Property . The Assets do not include any owned real estate.

(b)  Leased Real Property . The Assets do not include any leased real property.

(c)  Personal Property . Except as set forth on Schedule 4.6(c) , Seller owns and has good, valid and indefeasible title to all of its personal property that comprise the Assets and used in connection with the conduct of the Business, and none of such personal property or assets is subject to any mortgage, pledge, lien, conditional sale agreement, restriction on transfer, security title, encumbrance or other charge.

(d)  Transfer of Title . At the Closing, Purchaser will receive good, valid and indefeasible title to the Assets, “as is, where is and with all faults,” free and clear of all liens, encumbrances, charges, restrictions on transfer, equities and other claims of every kind, other than the Assumed Liabilities.

4.7 Taxes .

(a) There are currently no tax liens, other than liens for taxes not yet delinquent, on any of the Assets.

(b) To the best knowledge of Seller, there is no reason for any tax lien to attach to the Assets in the future relating to, or caused by actions of, Seller prior to the Closing Date.

4.8 Intellectual Property .

(a) To Seller’s knowledge, Seller has ownership of, or license or other rights to use, all computer software, patent, copyright, trade secret (including, without limitation, customer lists, production processes and inventions), trademark, service mark and other proprietary rights (collectively, “ Intellectual Property ”) used in the Business as presently conducted. To Seller’s knowledge, Seller’s rights in all of such Intellectual Property are freely transferable, provided that no representation or warranty is made as to licensed software which is generally commercially available and used in the ordinary course of business. To Seller’s knowledge, no proceedings have been instituted, or are pending or threatened, which challenge the rights of Seller in respect of any Intellectual Property, and to Seller’s knowledge, no other person has alleged any rights in or to the Intellectual Property. To the knowledge of Seller, the conduct of the Business has not and does not infringe any Intellectual Property of any other person. No proceeding charging Seller with infringement of any adversely held Intellectual Property has been filed or is, to the best knowledge of Seller, threatened to be filed.

(b) To Seller’s knowledge, there are no patents, patent applications, trademarks, service marks, trademark and service mark applications or registrations and registered copyrights of Seller related to the conduct of the Business.

4.9 Litigation . There are no claims, actions, suits or proceedings and there is no litigation or governmental or administrative proceeding or investigation pending or, to Seller’s knowledge, threatened against Seller related to the Business.

4.10 Finder’s Fees . Seller will be liable for any broker’s commission or finder’s fee arising from any agreement executed by Seller in connection with the transactions contemplated by this Agreement.

4.11 Disclosure; Reliance . Seller has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of Purchaser, and Seller has been provided access to and an opportunity to review any and all information respecting Purchaser requested by Seller in order for Seller to make its own determination to proceed with the transaction contemplated by this Agreement and the purchase of the Purchaser Shares. Except for the specific representations and warranties expressly made by Purchaser in Article 5 of this Agreement, (a) Seller acknowledges and agrees that Purchaser is not making any representation or warranty, expressed or implied, at law or in equity, in respect of the business, Purchaser or any of Purchaser’s business, assets, liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information, memoranda, documents, projections, material or other information (financial or otherwise) regarding Purchaser furnished to Seller, (b) Seller specifically disclaims that it is relying upon or has relied upon any such other representations or warranties and acknowledges and agrees that Purchaser has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by any person and (c) Seller is acquiring the Purchaser Shares on an “as is, where is” basis, “with all faults,” subject only to the specific representations and warranties set forth in Article 5 of this Agreement.

4.12 Reliance Upon Seller’s Representations . Seller understands that the Purchaser Shares will not be registered under the Securities Act of 1933 (the “ Securities Act ”) on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Purchaser’s reliance on such exemption is based on Seller’s representations set forth in this Article 4 .

4.13 Investment Status . It is the present intention of Seller to receive and hold the Purchaser Shares for the private investment of Seller and that any sale or exchange or offer of the Purchaser Shares, or any part thereof, will not be made in any manner that will violate the securities laws. The Seller has no contract, understanding, agreement or arrangement with any person to sell or transfer to any such persons, or to anyone, or to have any such person sell for such Seller any of the Purchaser Shares and Seller is not engaged in, and does not plan to engage in, within the foreseeable future, any discussion with any person relating to the sale or transfer of the Purchaser Shares or any part thereof.

4.14 Domicile . The address set forth under Seller’s name on the signature pages hereto is true and correct and represent the primary address and domicile of Seller.

4.15 Restricted Securities . Seller understands that the Purchaser Shares have not been registered under the Securities Act and will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Purchaser Shares unless (a) pursuant to an effective registration statement under the Securities Act, or (b) two (2) years after the date of this Agreement have passed; provided, however, that in the event of a Change in Control (as defined below), Seller may sell the Purchaser Shares to a third party purchaser so long as Seller provides Purchaser with an opinion of counsel, in form and substance acceptable to Purchaser and its counsel, to the effect that such sale of the Purchaser Shares may be made without violation of the Securities Act. The term “ Change in Control ” shall mean the sale of Purchaser through a merger, consolidation or sale of all or substantially all of the outstanding stock of Purchaser, or a similar transaction.

4.16 Legend . Seller agrees that the Certificates shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND RULES.”

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER

As a material inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser hereby represents and warrants to Seller as follows:

5.1 Organization Good Standing and Qualification . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority required to (a) carry on its business as presently conducted and (b) enter into this Agreement and the other agreements, instruments and documents contemplated hereby, and to consummate the transactions contemplated hereby and thereby. Purchaser is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

5.2 Capitalization . Immediately prior to the Closing, the authorized capital stock of the Purchaser and the issued and outstanding shares of its capital stock are as set forth on the attached Schedule 5.2. Other than as set forth on Schedule 5.2 , there are no outstanding rights, options, warrants, conversion rights or agreements for the purchase or acquisition from the Purchaser of any shares of its capital stock. All of the Purchaser’s outstanding securities have been validly issued and are fully paid, non-assessable and free of preemptive rights except as set forth on Schedule 5.2 .

5.3 Due Authorization . All corporate actions on the part of Purchaser necessary for the authorization, execution, delivery of and the performance of all obligations of the Purchaser under this Agreement and the authorization, sale, issuance, reservation for issuance and delivery of all of the Purchaser Shares under this Agreement have been taken, no further consent or authorization of Purchaser or the Board of Directors or stockholders is required and this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally, (b) the effect of rules of law governing the availability of equitable remedies and (c) as rights to indemnity or contribution may be limited under federal or state securities laws or by principles of public policy thereunder.

5.4 Valid Issuance of Purchaser Shares. At the Closing, the Purchaser Shares will be, in accordance with this Agreement, duly authorized, validly issued, fully paid and non-assessable, free from all taxes, liens or encumbrances of any nature, and charges with respect to the issue thereof. No preemptive right, co-sale right, right of first refusal or other similar right exists with respect to the Purchaser Sh