**EXHIBIT 10.53**WAIVER AND AMENDMENT AGREEMENT     THIS WAIVER AND AMENDMENT AGREEMENT (“Agreement”) dated as of February 7, 2008, by and betweenProxyMed, Inc., a Florida corporation doing business as MedAvant (“Parent”), ProxyMed TransactionServices, Inc. (f/k/a MedUnite, Inc.), a Delaware corporation (“PTS”), ProxyMed Lab Services LLC(f/k/a Key Communications Service, Inc.), a Delaware limited liability company ) (“PLS” andtogether with Parent and PTS, the “Companies” and each, a “Company”), LV Administrative Services,Inc., as administrative and collateral agent (“Agent”) on behalf of Laurus Master Fund, Ltd., aCayman Islands company (“Laurus”).BACKGROUND     The Companies and Laurus are parties to a Security and Purchase Agreement, dated as ofDecember 6, 2005 (as amended, modified, restated or supplemented from time to time, the “SecurityAgreement”) pursuant to which Lender provides the Companies with certain financial accommodations.     There are various Events of Default that may now exist under the Security Agreement and theAncillary Agreements referred to therein (as amended, modified, restated or supplemented from timeto time, collectively, the “Documents”) as listed on Exhibit A annexed hereto (“DesignatedDefaults”) by reason of which Laurus has no obligation to make any additional Revolving Loans andLaurus has the full legal right to exercise its rights and remedies under the Security Agreement.The Companies have requested that Laurus waive the Designated Defaults and that Laurus continue tomake Revolving Loans to the Companies. Laurus is prepared to waive the Designated Defaults andcontinue to make Revolving Loans to the Companies on the terms and conditions set forth below.AGREEMENT     In consideration of the foregoing and of the mutual promises and covenants herein contained,it is agreed:     1. Definitions. All capitalized terms not otherwise defined herein shall have themeanings given to them in the Security Agreement.     2. Acknowledgement. Each Company acknowledges that the Designated Defaults haveoccurred and exist as of the date hereof, that any and all cure periods set forth in the Documentshave expired, and each Company is unconditionally obligated to pay, jointly and severally, all ofits liabilities to Laurus including all Obligations, all without defense, setoff or counterclaim ofany kind or nature whatsoever.     3. Outstanding Obligations. Each Company hereby affirms and acknowledges that (i) asof February 4, 2008, there is presently outstanding loans and advances in the aggregate principalamount of $4,059,115.70, together with accrued interest thereon and costs and expensesWaiver andAmendment
 

 
(collectively, the “Amount”) and (ii) the Amount is a valid obligation of the Companies and isdue and owing without defense, claim, setoff or counterclaim of any kind or nature whatsoever.     4. Waiver. Agent, on behalf of Laurus, hereby waives the Designated Defaults.     5. Covenants of the Companies. From and after the date hereof through and includingthe date upon which all Obligations owing to Laurus and its affiliates by the Companies shall havebeen paid in full, unless otherwise waived, the Companies shall:          (a) Companies covenant and agree to continue to retain a workout consulting firm selected byCompanies and acceptable to Laurus (the “Consultant”). Companies shall fully cooperate with theConsultant and shall authorize the Consultant to provide such information and reports from time totime with respect to Companies and its financial condition, business, assets, liabilities andprospects, as Laurus shall from time to time request. All fees and expenses of the Consultantshall be solely the responsibility of Companies and in no event shall Laurus have any liability orresponsibility for the payment of any such fees or expenses, nor shall Laurus have any obligationor liability to Companies or any other person by reason of any acts or omissions of the Consultant.     6. Amendments to Security Agreement. Subject to the conditions precedent set forth inSection 18 hereof, the Security Agreement is hereby amended as follows:          (a) The Security Agreement is hereby amended by inserting the following new Section 2(a)(vii)immediately following existing Section 2(a)(vi):     “(vii) During the period from February 29, 2008 through April 30, 2008, at the time ofeach requested borrowing by the Companies, but no less frequently than weekly the Companiesshall submit a report, reasonably satisfactory in form and substance to Laurus’ (each, a“Cumulative Transaction Report”) stating that (1) the Companies’ “cumulative transactions”and “cumulative cash receipts” for the period commencing on February 7, 2008 through thedate immediately prior to the submission of the applicable Cumulative Transaction Report areno more than five percent (5%) less than the projected targets for such “cumulativetransactions” and “cumulative cash receipts” set forth in the Approved Budget; and (2)estimated “revenues” (which such estimates shall be made by the Company in good faith), forthe period commencing on February 7, 2008 through the date immediately prior to thesubmission of the applicable Cumulative Transaction Report are no more than fifteen percent(15%) less than the projected targets for such “revenues set forth in the Approved Budget;(3) on the first business day of each month on and after the date hereof, that theCompanies’ actual :revenues” for the prior month period on a cumulative basis are no morethan 5% less than the projected targets for such “revenues” set forth in the ApprovedBudget. The failure of the Companies to comply with any of clauses (1), (2) or (3) aboveshall result in a “Budget Violation” which shall reduce the applicable Formula Amount asfurther described in the definition of “Formula Amount.”Waiver andAmendment
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          (b) The definitions of “Formula Amount,” “Maximum Availability Amount” and “Revolving LoanTerm” appearing in Annex A to the Security Agreement are hereby deleted in their entirety and thefollowing new definitions are inserted in lieu thereof:     “‘Formula Amount’ means, subject to Section 2(a)(vii) of the Agreement, (i) forthe period commencing on February 7, 2008 through and including February 29, 2008,$5,200,000, (ii) for the period commencing on March 1, 2008 through and including March 15,2008, $5,700,000 and (iii) for the period commencing on March 16, 2008 through and includingthe expiration of the Revolving Loan Term, $6,200,000; providedthat,notwithstanding the foregoing, in the event that a Budget Violation has occurred and iscontinuing, the Formula Amount shall remain at or be reset to $5,200,000, as applicable,through expiration of the Revolving Loan Term.”     “‘Maximum Availability Amount’ means $6,200,000.”     “‘Revolving Loan Term’ means the Closing Date through the close of business onApril 30, 2008.”          (c) The following definition of “Approved Budget” is hereby added to Annex A to the SecurityAgreement in the appropriate alphabetical order.     “‘Approved Budget’ means the Companies’ budget for the period ending on April30, 2008 attached hereto as Exhibit D.”          (d) The Security Agreement is hereby amended by attaching the “Approved Budget” set forth inExhibit B hereto to the Security Agreement as new Exhibit D.     7. Amendments to Revolving Note. Subject to the conditions precedent set forth inSection 18 hereof, the Revolving Note is hereby amended as follows:          (a) Section 1.1 of the Revolving Note is hereby amended by deleting said Section 1.1 in itsentirety and inserting the following new Section 1.1 in lieu thereof:     “1.1 Contract Rate. Subject to Section 2.2, interest payable on theoutstanding principal amount of this Note (the “**Principal Amount**”) shall accrue at arate per annum equal to the Contract Rate (as hereafter defined). Interest shall be(i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears,commencing on March 1, 2008 on the first business day of each consecutive calendarmonth thereafter through and including the Maturity Date, and on the Maturity Date,whether by acceleration or otherwise. For purposes hereof, the term “Contract Rate”shall mean a fixed rate of twelve per cent (12%) per annum.     8. Early Termination Payment. In connection with the reduction of the MaximumAvailability Amount from $18,000,000 to $6,200,000 (the “Partial Reduction”) and in accordance withthe existing terms and conditions of the Security Agreement relating to a partial termination ofthe Maximum Availability Amount prior to expiration of the Revolving LoanWaiver andAmendment
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Term, the Companies hereby agree, jointly and severally, to pay to Laurus $472,000 (i.e. 4.0% of$11,800,000) by wire transfer in immediately available funds, which amount shall be in addition toall other outstanding Obligations from time to time owing by the Companies to Laurus. Laurushereby agrees and acknowledges that it has received as of the date hereof the $472,000 paymentreferenced above as made in connection with the Partial Reduction effected in Section 8(b) above.     9. Representations and Warranties. Each Company hereby represents and warrants asfollows:          (a) This Agreement, the Security Agreement and all other Documents are and shall continue tobe legal, valid and binding obligations of each Company and are enforceable against each Company inaccordance with their respective terms.          (b) Each Company has the corporate or limited liability company power, as applicable, and hasbeen duly authorized by all requisite corporate and company action, as applicable, to execute anddeliver this Agreement and to perform its obligations hereunder. This Agreement has been dulyexecuted and delivered by each Company.          (c) Each Company’s execution, delivery and performance of this Agreement does not and will not(i) violate any law, rule, regulation or court order to which any Company is subject, (ii) conflictwith or result in a breach of any Company’s Articles/Certificate of Incorporation, by-laws,Articles of Formation or Operating Agreement, as applicable, or any agreement or instrument towhich any Company is a party or by which it or its properties are bound or (iii) result in thecreation or imposition of any lien, security interest or encumbrance on any property of anyCompany, whether not owned or hereafter acquired, other than liens in favor of Laurus or Agent.          (d) No Company has any defense, counterclaim or setoff with respect to the Documents.          (e) The Designated Defaults are the only Events of Default existing under the SecurityAgreement and the Documents as of the date hereof and no other Events of Default would exist aftergiving effect to this Agreement.          (f) The recitals set forth in the Background paragraph above are truthful and accurate and arean operative part of this Agreement.          (g) Laurus has and will continue to have a valid first priority lien and security interest inall Collateral, and each Company expressly reaffirms all security interests and liens granted toLaurus and/or Agent pursuant to the Documents.     10. Reaffirmation. Upon the effectiveness of this Agreement, each Company herebyreaffirms all covenants, representations and warranties made in the Documents and acknowledges thatall such covenants, representations and warranties shall be deemed to have been remade and are trueand correct as of the effective date of this Agreement, except with respect to the DefinedDefaults.Waiver andAmendment
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     11. Release. Each Company hereby releases, remises, acquits and forever dischargesLaurus and Agent and Laurus’ and Agent’s employees, agents, representatives, consultants,attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns,subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoinghereinafter called the “Released Parties”), from any and all actions and causes of action,judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages andexpenses of any and every character, known or unknown, direct and/or indirect, at law or in equity,of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered tobe done by any of the Released Parties prior to and including the date of execution hereof, and inany way directly or indirectly arising out of or in any way connected to this Agreement or theDocuments (all of the foregoing hereinafter called the “Released Matters”). Each Companyacknowledges that the agreements in this Section are intended to be in full satisfaction of all orany alleged injuries or damages arising in connection with the Released Matters.     12. Effect and Construction of Agreement. Except as expressly provided herein, theDocuments shall remain in full force and effect in accordance with their respective terms, and thisAgreement shall not be construed to:          (a) impair the validity, perfection or priority of any lien or security interest securing theObligations;          (b) waive or impair any rights, powers or remedies of Laurus and/or Agent under, or constitutea waiver of, any provision of the Documents; or          (c) constitute an agreement by Laurus and/or Agent or require Laurus and/or Agent to extendthe term of the Revolving Note or the time for payment of any of the Obligations.     13. Conflicts. In the event of any express conflict between the terms of thisAgreement and any of the Documents, this Agreement shall govern.     14. Presumptions. Each Company acknowledges that it has consulted with and beenadvised by its counsel and such other experts and advisors as it has deemed necessary in connectionwith the negotiation, execution and delivery of this Agreement and has participated in the draftinghereof. Therefore, this Agreement shall be construed without regard to any presumption or rulerequiring that it be construed against any one party causing this Agreement or any part hereof tobe drafted.     15. Conditions of Effectiveness. This Agreement shall become effective uponsatisfaction of the following conditions precedent: Agent shall have received (i) one originalcopy of this Agreement executed by each Company.     16. Entire Agreement. This Agreement sets forth the entire agreement among theparties hereto with respect to the subject matter hereof. No Company has relied on any agreements,Waiver andAmendment
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     17. representations, or warranties of Laurus, except as specifically set forth herein. Anypromises, representations, warranties or guarantees not herein contained and hereinafter made shallhave no force and effect unless in writing, signed by each party hereto. Each Company acknowledgesthat it is not relying upon oral representations or statements inconsistent with the terms andprovisions of this Agreement.     18. Further Assurance. Each Company shall execute such other and further documentsand instruments as Laurus and/or Agent may reasonably request to implement the provisions of thisAgreement.     19. Benefit of Agreement. This Agreement shall be binding upon, inure to the benefitof and be enforceable by the parties hereto and their respective permitted successors and assignsas set forth in the Security Agreement and the other Documents. No other person or entity shall beentitled to claim any right or benefit hereunder, including, without limitation, any third-partybeneficiary of this Agreement. Laurus’ and Agent’s agreement to forbear from enforcing certain ofits remedies does not in any manner limit the Companies’ obligations to comply with, and Laurus’and Agent’s right to insist upon compliance with, each and every one of the terms of the SecurityAgreement and the other Documents except as specifically modified herein.     20. Severability. The provisions of this Agreement are intended to be severable. Ifany provisions of this Agreement shall be held invalid or unenforceable in whole or in part in anyjurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of suchinvalidity or enforceability without in any manner affecting the validity or enforceability of suchprovision in any other jurisdiction or the remaining provisions of this Agreement in anyjurisdiction.     21. Governing Law, Jurisdiction, Venue. This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York applied to contracts to be performedwholly within the State of New York. Any judicial proceeding brought by or against any Companywith respect to this Agreement or any related agreement may be brought in any court of competentjurisdiction in the State of New York, County of New York, United States of America, and, byexecution and delivery of this Agreement, each Company accepts for itself and in connection withits properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaidcourts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with thisAgreement. Nothing herein shall affect the right to serve process in any manner permitted by lawor shall limit the right of Laurus or Agent to bring proceedings against any Company in the courtsof any other jurisdiction. Each Company waives any objection to jurisdiction and venue of anyaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or venueor based upon forum non conveniens. Any judicial proceeding by any Company against Laurusand/or Agent involving, directly or indirectly, any matter or claim in any way arising out of,related to or connected with this Agreement or any related agreement, shall be brought only in afederal or state court located in the County of New York, State of New York.     22. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANYRIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THISAGREEMENT, THEWaiver andAmendment
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DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTIONHEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIESHERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, THE DOCUMENTS OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATEDHERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING INCONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ORCAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THISAGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTENEVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. INADDITION, EACH PARTY WAIVES THE RIGHT TO CLAIM OR RECOVER IN ANY SUCH SUIT, ACTION OR PROCEEDINGANY DAMAGES OTHER THAN OR IN ADDITION TO ACTUAL DAMAGES.     23. Counterparts; Telecopied Signatures. This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original and all of which taken together shallconstitute one and the same agreement. Any signature delivered by a party by facsimiletransmission shall be deemed to be an original signature hereto.     24. Survival. All representations, warranties, covenants, agreements and undertakingsof each Company contained herein shall survive the repayment of all outstanding Obligations.     25. Amendment. No amendment, modification, rescission, waiver or release of anyprovision of this Agreement shall be effective unless the same shall be in writing and signed bythe parties hereto.     26. Headings. Section headings in this Agreement are included herein for convenienceof reference only and shall not constitute a part of this Agreement for any other purpose.Waiver andAmendment
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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first writtenabove.      PROXYMED, INC.