ASSET PURCHASE AGREEMENT

Exhibit 10.57

ASSET PURCHASE AGREEMENT

between

and

ETSEC., INC.

and

PROXYMED LAB SERVICES, LLC.

and

PROXYMED, INC.

TABLE OF CONTENTS

Page

1. Purchase and Sale of Assets			1
1.1 Included Assets			1
1.2 Excluded Assets			2
1.3 Seller’s Liabilities			2
2. Amount and Allocation of Purchase Price			4
2.1 Purchase Price			4
2.2 Other Adjustments			4
2.3 Consistent Tax Reporting			5
3. Right of Entry and Inspection			5
4. Closing			5
5. Conditions of Closing			5
5.1 Consents			5
5.2 Representations and Warranties True as of the Closing Date			5
5.3 Material Adverse Changes			5
6. Condition of Tangible Assets at Closing			5
7. Closing Transactions			6
7.1 Seller			6
7.2 Buyer			6
8. Transaction-Related Taxes and Costs			7
9. Conduct of Business and Transactions Prior to Closing			7
9.1 Operations			7
9.2 Contracts			7
9.3 Insurance			7
9.4 Adverse Changes			7
9.5 Encumbrances			7
9.6 Marketing			7
10. Post-Closing Obligations			7
10.1 Accounts Receivable			7
10.2 Post-Closing Customer Contracts			8
11. Representations and Warranties			8
11.1 Representations and Warranties of Seller and ProxyMed			8
11.1.1 Power; Authorization; Enforceable Obligations			8
11.1.2 Organization; Corporate Existence; Good Standing			8
11.1.3 Financial Statements			8

11.1.4 No Adverse Changes			8
11.1.5 Taxes			9
11.1.6 Broker’s and Finder’s Fee			9
11.1.7 Title to Assets			9
11.1.8 Property, Equipment and Operations			10
11.1.9 Insurance			11
11.1.10 Contracts			11
11.1.11 Compliance with Law, Governmental and Industrial Approvals			1
11.1.12 Employees			1
11.1.13 No Violation			1
11.1.14 Litigation			1
11.1.15 Creditors			1
11.1.16 Accounts Receivable			1
11.1.17 Intellectual Property			1
11.1.18 Completeness of Disclosure			1
11.2 Representation and Warranties of Buyer			15
11.2.1 Power; Authorization; Enforceable Obligations			15
11.2.2 Organization; Existence and Good Standing			15
11.2.3 No Violation			15
11.2.4 Litigation			15
11.2.5 Broker’s or Finder’s Fee			15
11.2.6 No Default			15
12. Indemnification			16
12.1 Indemnification, General			16
12.2 Survival of Representations and Warranties and Indemnification Obligation			16
12.3 Claims			17
12.4 Request for Indemnification			17
12.5 Payment by Indemnifying Party			17
13. Miscellaneous			17
13.1 Entire Agreement			17
13.2 Benefit and Obligations			18
13.3 Governing Law			18
13.4 Counterparts			18
13.5 Survival			18
13.6 Waiver			18
13.7 Further Instruments			18
13.8 Payments and Notices			18
13.9 Costs and Attorneys’ Fees			18
13.10 Publicity			19

 ii 

EXHIBITS

1.1(i)		Equipment
1.1(ii)		Inventory
1.1(iii)		Copyrights, Trademarks and Patents
1.1(iv)		Customer Contracts
1.1(vi)		Other Contracts
1.1(vii)		Non-Competition Agreement
1.1(viii)		Accounts Receivable
1.2		Additional Excluded Assets
1.3(a)		Accounts Payable
1.3(b)		Excluded Liabilities
7.1.1		Bill of Sale
7.1.11		Closing Certificate of Seller
7.2.1		Closing Certificate of Buyer
11.1.1		Consents Required
11.1.3		Financial Statements of Seller
11.1.4		Adverse Changes
11.1.7		Title Exceptions and Leases
11.1.10		Contracts
11.1.12		Employees
11.1.14		Litigation

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 22nd day of May, 2008 by and among ET Labs, Inc., a Delaware corporation (the “Buyer”), ETSec., Inc., a Delaware corporation (“ET Sec” and, together with the Buyer, the “Buying Parties”), ProxyMed Lab Services, LLC, a Delaware limited liability company (the “Seller”), and ProxyMed, Inc., a Florida corporation (“ProxyMed” and, together with Seller, the “Selling Parties”).

BACKGROUND:

     Seller is engaged in the business (the “Business”) of providing medical laboratory communications solutions and products, including printing technology which is integrated into printers installed in physician offices and the support, maintenance and monitoring of such printers; “Pilot” lab report transfer device, and support thereof; and “Fleet Management System” online printer monitoring program. Seller operates its Business from a leased facility located at 2533 Centennial Boulevard, Suite B, Jeffersonville, IN 47130 (the “Leased Premises”);

     Seller desires to sell, and Buyer desires to purchase, substantially all of the assets used in the Business, in accordance with and subject to the terms and conditions set forth below. ProxyMed is the sole owner of the capital stock of Seller.

     NOW, THEREFORE, in consideration of the mutual covenants and upon the terms and subject to the conditions set forth herein, Buyer and Seller and ProxyMed agree as follows:

     1.  Purchase and Sale of Assets .

          1.1 Included Assets All assets being purchased and sold pursuant to this Agreement as set forth below are referred to collectively as the “Assets”. Subject to the terms and conditions hereto, Buyer shall purchase from Seller, and Seller shall sell, assign, transfer, convey and deliver to Buyer, all Assets of the Business, wherever located, free and clear of all liabilities, liens, encumbrances, financing statements, security interests, obligations, mortgages and claims of any kind, which shall include but not be limited to:

               (i) All furniture, equipment, machinery, fixtures, computer software, office supplies and leasehold improvements owned by Seller on the date hereof or used by Seller in the conduct of the Business (referred to collectively as the “Equipment”), including without limitation, those items set forth on Exhibit 1.1(i) attached hereto.

               (ii) The Inventories and supplies of Seller relating to the Business (the “Inventory”), as well as the marketing and sales literature of Seller, listed on Exhibit 1.1(ii) (the Equipment and the Inventory is referred to as the “Tangible Assets”).

               (iii) Seller’s goodwill, customer lists, and other intangible assets related to the Business (collectively referred to as the “Intangible Assets”), including, without limitation, the following: (a) all of Seller’s rights to its telephone numbers; (b) all of Seller’s rights or choses in action arising out of occurrences before or after the “Closing Date” (as defined in Section 4 hereof), including all rights under express or implied warranties relating to the Assets;

(c) all registered and unregistered trade names, logos, trade secrets, patents, copyrights used, developed or in the process of being developed by Seller that are related to the Business except for the names “MedAvant Lab Services,” “ProxyMed Lab Services” and any other name that references “MedAvant” or “ProxyMed” which names shall be retained by the Selling Parties; and (d) all of Seller’s information, files, records and data related to its business. Seller and Buyer shall enter into a transition services agreement that, among other things, allows Buyer to use the name “MedAvant Lab Services” for 90 days. Claimed, pending or registered copyrights (that do not use the name “MedAvant” or “ProxyMed”), trademarks (that do not use the name “MedAvant” or “ProxyMed”) and patents are set forth in Exhibit 1.1(iii).

               (iv) All of Seller’s rights under the service and/or sales contracts and agreements listed on Exhibit 1.1(iv) attached hereto (the “Customer Contracts”).

               (v) Any contract, agreement, order, commitment or similar arrangement with any customer, and/or supplier, employee, consultant or any other person to which Seller is a party and which is used in the operation of the Business.

               (vi) All rights under and title in and to all contracts, agreements and arrangements (other than the real estate lease and the lease of furnishings, fixtures and equipment related thereto) in the conduct of the Business and including without limitation all contracts, agreements, arrangements and leases set forth on Exhibit 1.1(vi) (collectively referred to as the “Other Contracts”).

               (vii) Covenants of Seller and ProxyMed that, as more fully described in the Non-Competition Agreement attached hereto as Exhibit 1.1(vii), neither Seller nor ProxyMed will (a) compete with the Business anywhere in the world for a period of five (5) years from the date hereof, or (b) solicit any employees or customers of Buyer for a competing business for a period of five (5) years from the date hereof, (the covenants set forth in this Section 1.1(vii) and in the Non-Competition Agreement are collectively referred to as the “Covenants”).

               (viii) All accounts receivable and other rights to payment from customers of Seller set forth on Exhibit 1.1(viii) (the “Accounts Receivable”).

          1.2 Excluded Assets . Notwithstanding the foregoing, Buyer shall not purchase from Seller, and Seller shall not sell to Buyer, (i) the certificate of incorporation, minute book and other records having to do with the corporate organization of Seller and the tax returns of Seller; (ii) the rights that accrue or will accrue to Seller under this Agreement; (iii) the assets and rights of Seller relating to any employee benefit plans of Seller; (iv) any cash, cash equivalents, certificates of deposit, checks and marketable securities; (v) any checks deposited for collection prior to Closing; (vi) the general books of account and books of original entry that comprise Seller’s permanent accounting or tax records; (vii) all rights, causes of action and claims arising out of any of the assets described in this Section 1.2, (viii) the assets listed on Exhibit 1.2; and (ix) the rights to the name “MedAvant” and “ProxyMed.”

          1.3 Seller’s Liabilities . At the Closing, Buyer shall assume and agree to perform all of Seller’s contractual duties becoming due or required to be performed after the Closing Date under (i) the Customer Contracts, (ii) the Other Contracts; and (iii) the payables

listed on Exhibit 1.3(a) (the “Accounts Payable”) (collectively, the “Assumed Liabilities”). Buyer shall not assume those liabilities listed on Exhibit 1.3(b) (“Excluded Liabilities”). It is further understood Buyer shall not be responsible for any of the following liabilities:

                    (a) any indebtedness of Seller for borrowed money;

                    (b) any tax liability of Seller;

                    (c) any liability arising out of any contract or agreement, other than obligations arising after Closing under the Assumed Liabilities in the ordinary course of business;

                    (d) any liability arising from breach or violation of any contract or permit or other obligation or legal duty (including, without limitation, any tort committed or alleged to have been committed by Seller) or any violation of any law, regulation or governmental order occurring or in existence on or prior to the Closing Date, or arising from any breach or violations of any contract which results from the transactions contemplated by this Agreement;

                    (e) any liability constituting benefit liabilities, including, without limitation, severance or termination costs incurred by Seller in connection with its employees under contracts, policies, unemployment or other applicable laws or otherwise;

                    (f) any liability arising from any environmental risk, contamination, condition, discharge or disposal occurring or in existence on or prior to the Closing Date, whenever and by whomever generated, whether or not in compliance with applicable laws;

                    (g) any liability of Seller which any Person seeks to impose upon Buyer or the Business by virtue of any theory of successor liability, including, without limitation, liabilities relating to environmental matters, employee benefit plans, taxes and labor and employment matters, employees injured at work;

                    (h) any liability pertaining to the products and/or services of Seller sold or performed on or prior to the Closing Date that is not considered covered under product warranties that are being assumed by Buyer nor covered under Seller’s service contracts that are being assumed by Buyer, whether such obligations, liabilities or claims are in existence now or on the Closing Date or arise hereafter or thereafter, and whether or not any such obligations, liabilities or claims are presently known or discoverable by Seller or Buyer;

                    (i) any legal, accounting, appraisal or other fees, costs or expenses of Seller in connection with the transactions contemplated by this Agreement;

                    (j) any liability in connection with, or pursuant to, any lawsuits or other contingent liabilities of the Business, whether or not disclosed to Buyer;

                    (k) any liability with respect to hazards to health or safety arising from the operation of the Business on or prior to the Closing Date, including, without limitation, hazards of occupational injury or disease;

                    (l) any liability for the payment for all outstanding checks issued by Seller which are outstanding as of the Closing Date; or

                    (m) any liability under Seller’s lease for the Leased Premises except for the liability of the lease described in Section 7.2.3.

     Seller hereby agrees to (1) retain and be solely responsible for each of the Excluded Liabilities and (2) indemnify and hold Buyer harmless from and against each of the Excluded Liabilities. All sales and use taxes resulting from the consummation of the transactions contemplated hereby shall be borne by Seller, and the parties shall cooperate in obtaining all exemptions from such sales and use taxes.

     2.  Amount and Allocation of Purchase Price .

          2.1 Purchase Price . Subject to the adjustments set forth in Section 2.2, the purchase price to be paid by Buyer to Seller for the Assets shall be $2,122,000.

          2.2 Other Adjustments . At Closing, adjustments to the purchase price to be paid by Buyer to Seller shall be made for the following:

               (i) An increase for the amount by which Accounts Receivable less than 90 days exceed Payables which are assumed by Buyer.

               (ii) An increase for amounts prepaid by Seller to suppliers of goods and services to be delivered under contracts after the Closing Date;

               (iii) A decrease for accrued obligations of Seller for paid time off and any other benefits unsatisfied as of the Closing Date and due to any employee of Seller continuing as an employee of Buyer;

               (iv) An increase for prepaid insurance premiums on insurance covering any of the Assets or Seller’s Business being acquired hereunder, but only with respect to policies which Buyer expressly assumes under this Agreement, if any;

               (v) A decrease in an amount equal to all customer deposits and prepayments collected by Seller, including service contracts, that have not, as of the Closing Date, either (a) been returned to the customer, (b) been properly applied against an outstanding bill due by the customer to Seller and for which due notice of such notice, evidenced in writing, shall have been given to the customer by Seller, or (c) been recognized as income under the Company’s accounting principles;

               (vi) A decrease for Seller’s estimated remaining warranty service obligations as calculated by Seller based upon Seller’s past business experience; and

               (vii) Any other adjustment provided for elsewhere in this Agreement.

     2.3 Consistent Tax Reporting . The parties hereby covenant that the parties shall agree upon the allocation of the purchase price among the Assets for tax purposes within 30 days after the Closing, that such allocation agreement shall be binding on the parties, and the parties shall file their respective tax returns (including the statement required by Section 1060 of the Internal Revenue Code of 1986, as amended) in accordance with such allocations and shall not take any position inconsistent with the allocations. Furthermore, the parties acknowledge, represent and warrant that such allocations of the purchase price reflect the realities of the transaction and the true relative values of the assets being acquired by Buyer and agree that they be, and are hereby, estopped from deviating or attempting to deviate from such allocation.

     3.  Right of Entry and Inspection . In addition to any other rights and privileges granted to Buyer in this Agreement, Seller grants Buyer the right to have its representatives present at Seller’s business locations at any reasonable time prior to closing for the purpose of making surveys and inspections which Buyer may deem necessary as long as Buyer provides Seller reasonable advance notice.

     4.  Closing . Closing shall take place on or about June 27, 2008 (the “Closing Date”), but not more than forty (40) days from the date of this Agreement at 10:00 a.m. at the offices of Foley & Lardner LLP, Jacksonville, FL.

     5.  Conditions of Closing .

          5.1 Consents . Seller or Buyer shall have obtained the written consent of Quest Diagnostics and Pitney Bowes to the assignment by Seller to Buyer of the respective Contracts with such parties. Seller shall have obtained the consent of its lender, Laurus Master Fund, Ltd., within ten days after the date of this Agreement.

          5.2 Representations and Warranties True as of the Closing Date . The representations and warranties of Seller contained in this Agreement or in any Schedule or Exhibit thereto or in any document delivered by Seller to Buyer pursuant to the provisions hereof shall have been true on the date made without regard to any updates furnished by Seller after the date hereof and shall be true on the Closing Date with the same effect as though such representations and warranties were made as of such date and Seller shall have performed and observed all covenants and agreements required to be performed and observed between the date hereof and the Closing Date; and if such is not the case, Buyer shall have the option to cancel this Agreement by so notifying Seller.

          5.3 Material Adverse Changes . If, on or before the Closing Date, the Assets, the Business, or prospects of the Business have been or have been threatened to be materially adversely affected in any way as a result of any event or occurrence, Buyer may cancel this Agreement by so notifying Seller, in which event no party shall have any further liability or obligation to the other hereunder.

     6. Condition of Tangible Assets at Closing . Seller shall transfer the Tangible Assets to Buyer in working condition and in no worse condition than their present condition, except for normal wear caused by reasonable use between the date hereof and the Closing Date.

     7.  Closing Transactions .

          7.1 Seller . At Closing, Seller shall deliver to Buyer the following:

               7.1.1 A fully-executed Bill of Sale and Assignment transferring ownership of the Assets to Buyer in the form of Exhibit 7.1.1 attached hereto;

               7.1.2 Good standing certificates for Seller and ProxyMed issued by the Secretary of State or other appropriate official of the respective jurisdiction of formation, dated not more than twenty (20) days prior to the Closing Date.

               7.1.3 Copies of the resolutions adopted by the Board of Directors of Seller and by the shareholder of Seller authorizing the execution and delivery of this Agreement and the carrying out of the transactions contemplated herein, duly certified by the Secretary of Seller;

               7.1.4 A true and complete list of all Inventory, as of the Closing Date;

               7.1.5 A true and complete list of all deposits and other prepaid monies, if any, received by Seller after the date hereof for services or goods to be provided by Seller on or after the Closing Date, and true and current original copies of all related contracts and agreements;

               7.1.6 A true and complete list of the names, addresses, and telephone numbers of all of Seller’s suppliers and contractors;

               7.1.7 A true and complete list of the names, addresses and telephone numbers of all Seller’s customers;

               7.1.8 A true and complete list of all contracts and agreements Seller entered into after the date hereof that extend beyond the Closing Date;

               7.1.9 True and complete copies of all written Customer Contracts and Other Contracts that Buyer is assuming pursuant to this Agreement;

               7.1.10 The fully executed Non-Competition Agreement of Seller and ProxyMed; and

               7.1.11 Seller’s certificate, in the form of Exhibit 7.1.11 attached hereto, as to the validity and binding nature of this Agreement, and the due observance or performance by Seller and Stockholder of every agreement and covenant of Seller and ProxyMed hereunder.

          7.2 Buyer . At Closing, Buyer shall deliver to Seller the following:

               7.2.1 Buyers’ certificate as to the validity and binding nature of this Agreement, in the form of Exhibit 7.2.1 attached hereto;

               7.2.2 A fully executed Assumption Agreement evidencing the

assumption by the Buyer of the Assumed Liabilities;

               7.2.3 Buyer’s sublease for that portion of the Leased Premises that includes the space to be used by Buyer; and

               7.2.4 The purchase price by wire transfer.

     8.  Transaction-Related Taxes and Costs . Buyer shall bear the cost and pay the sales, transfer, and/or other similar taxes, if any, which may be imposed or are payable on or in connection with the transfer of Assets pursuant to this Agreement, if any, which may be imposed or are payable on or in connection with the transfer of Assets pursuant to this Agreement.

     9.  Conduct of Business and Transactions Prior to Closing . Between the date hereof and the Closing Date (the “Pre-Closing Period”):

          9.1 Operations . Seller shall continue to operate Seller’s business in the normal course of business in the same manner as it has been operated heretofore and in compliance with all federal, state, and local laws and regulations. All expenses, costs, and liabilities incurred by Seller through the Pre-Closing Period shall be the responsibility of and be borne solely by Seller.

          9.2 Contracts . Seller shall not, without the written consent of Buyer, enter into any contracts or agreements related to its business operations that are to be performed after the Closing Date that are not in the normal course of business.

          9.3 Insurance . Seller shall maintain all of its insurance policies in full force and effect through the Pre-Closing Period.

          9.4 Adverse Changes . Seller shall immediately inform Buyer of (a) all matters which are materially adverse to the business operations and activities of Seller, and (b) any representation made in this Agreement becoming untrue, incomplete or misleading.

          9.5 Encumbrances . Seller shall not, without the prior written consent of Buyer, mortgage, pledge or otherwise subject to lien, charge or other encumbrance any of the Assets, or sell, transfer, assign, convey, lease, or otherwise dispose of or agree to dispose of any of the Assets.

          9.6 Marketing . Seller shall maintain any marketing activities regularly conducted heretofore.

     10.  Post-Closing Obligations .

          10.1 Accounts Receivable . If Seller receives payment on an account receivable from a customer after the Closing, Seller shall within three weeks remit the amount received to Buyer.

          10.2 Post-Closing Customer Contracts . Neither Seller nor ProxyMed shall have any contact with any of Seller’s customers regarding the Business after the Closing and shall not attempt to collect any amounts due for services provided by Seller prior to Closing.

     11.  Representations and Warranties .

          11.1 Representations and Warranties of Seller and ProxyMed . As a material inducement to Buyer to enter into this Agreement and with the intention of causing Buyer to rely thereon, Seller and ProxyMed jointly and severally hereby make the following representations and warranties as of the date hereof, and all such representations and warranties shall continue to be true and correct at and as of the Closing Date as if made at such time:

               11.1.1 Power; Authorization; Enforceable Obligations . Seller has the full power, authority and legal right to execute, deliver and perform this Agreement and the Noncompetition Agreement (the “Transaction Agreements”). The execution, delivery and performance of the Transaction Agreements by Seller have been authorized by all necessary corporate action. This Agreement has been, and the other Transaction