906337--3/15/2007--PROXYMED_INC_/FT

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FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS RISKS RELATED TO OUR BUSINESS We incurred net losses in 2004, 2005 and 2006. We may not be able to generate positive earnings in the future and this could have a detrimental effect on the market price of our stock. Our auditors have issued a going concern opinion. This means we may not be able to achieve our objectives and may have to suspend or cease operations. Management changes may disrupt our operations and we may not be able to retain key personnel or replace them when they leave. We have senior and subordinated debt that matures during 2008 and 2010. Our insurance coverage may not be adequate. An inability to maintain effective internal controls over financial reporting, as required by the Sarbanes-Oxley Act of 2002, could have an adverse impact on our stock price. Changes that reduce payer compensation for electronic claims may reduce our revenue and margins. As electronic transaction processing penetrates the healthcare industry more extensively, we will face increasing pressure to reduce our prices which may cause us to no longer be competitive as a result of Consolidation in the healthcare industry may give our customers greater bargaining power and cause us to reduce our prices. Our business will suffer if we are unable to successfully integrate future acquired IT platforms or if our existing Phoenix platform becomes unstable or unable to accommodate our clients requirements. Our business and future success may depend on our ability to cross-sell our products and services. We depend on electronic connections to insurance companies and other payers, and if we lose these electronic connections, our service offerings would be limited and less desirable to healthcare We have important business relationships with other companies to market and sell some of our clinical and financial products and services. If these companies terminate their relationships with us, or are less successful in the future, we will need to add this emphasis internally, which may divert our efforts and resources from other projects. A significant amount of the revenues in our Transaction Services segment is from one customer. Loss of this relationship may adversely affect our profitability. The adoption of electronic processing of clinical transactions in the healthcare industry is proceeding slowly; thus, the future of our business could be uncertain and this may have an adverse impact on our An error by us in the process of providing clinical connectivity or transmitting prescription and laboratory data could result in substantial injury to a patient, and our liability insurance may not be adequate in a catastrophic situation, adversely impacting our business or operations. Our businesses have many competitors. Our PPO and provider arrangements provide no guarantee of long-term relationships. Some providers have historically been reluctant to participate in secondary networks. Payers are requiring PPOs to have more direct access to provider networks. Our PPO accounts receivable are subject to adjustment. Our Laboratory Communication Services Segment has a high customer concentration. Our business will suffer if we fail to successfully integrate the customers, products and technology of companies we acquire into our business. Businesses we acquire may have undisclosed liabilities or contingent liabilities that are indeterminable and which may have a negative impact on our results of operations and require unanticipated expense. We may lose customers as a result of acquisitions which may have an adverse impact on our business or RISKS RELATED TO OUR INDUSTRY Government regulation and new legislation may have a negative impact on our business and results of There are a significant number of state initiatives regarding healthcare services. If we are unable to comply with the standards set by the states in which we operate, we, or our operations, could be We are dependent on the growth of the Internet and electronic healthcare information markets. RISKS RELATED TO OUR TECHNOLOGY Evolving industry standards and rapid technological changes could result in our products becoming obsolete or no longer in demand. We depend on uninterrupted computer access for our customers. Any prolonged interruptions in operations could cause customers to seek alternative providers of our services. Computer network systems like ours could suffer security and privacy breaches that could harm our The protection of our intellectual property requires substantial resources. We may be subject to infringement claims. If our ability to expand our network infrastructure is constrained, we could lose customers, and that loss could adversely affect our operating results. RISKS RELATED TO OUR STOCK We may issue additional shares that could adversely affect the market price of our Common Stock. The trading price of our Common Stock may be volatile. We do not plan on declaring or paying dividends on our Common Stock.

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906337--3/15/2007--PROXYMED_INC_/FT_LAUDERDALE/