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Agreement was further amended by a letter effective _________,_________,_________(M/D/Y) (the "DECEMBER LETTER AGREEMENT"). On _________,_________,_________(M/D/Y), BBB and AAA entered into a certain letter agreement (the "JANUARY LETTER AGREEMENT"). The Endeavor/MMM License Agreement, the Strategic Distribution Alliance Agreement, the Addendum, the December Letter Agreement and the January Letter Agreement are referred to herein as the "STRATEGIC AGREEMENTS."

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C. Pursuant to an Investment Agreement dated _________,_________,_________(M/D/Y), amended by an amendment dated _________,_________,_________(M/D/Y) and an amendment dated _________,_________,_________(M/D/Y) (together, the "SERIES A INVESTMENT AGREEMENT"), JJJ purchased _________ shares of Series A Preferred Stock of AAA, received a warrant (the "SERIES A WARRANT") for _________ shares of Series A Preferred Stock of AAA and received a performance warrant (the "PERFORMANCE WARRANT") for up to _________ shares of Series A Preferred Stock of AAA. In addition, pursuant to the Series A Investment Agreement, JJJ was granted the right to receive up to an additional _________ shares of Series A Preferred Stock of AAA in the event that AAA did not complete an Initial Public Offering (as defined in the Series A Investment Agreement) prior to certain specified dates. As of the date hereof, JJJ has received _________ of these shares and will be entitled to receive an additional _________ shares if AAA has not completed an Initial Public Offering prior to _________,_________,_________(M/D/Y) (the "ADDITIONAL DELAY SHARES").

D. On _________,_________,_________(M/D/Y), JJJ purchased _________ shares of Series B Preferred Stock of AAA pursuant to an Investment Agreement of that date (the "SERIES B INVESTMENT AGREEMENT"). The Series A Investment Agreement, Series B Investment Agreement, the Series A Warrant and the Performance Warrant are referred to herein as the "AAA INVESTMENT DOCUMENTS."

E. On _________,_________,_________(M/D/Y), AAA declared a stock dividend of _________ shares of its Series F preferred stock ("SERIES F PREFERRED STOCK") with respect to each outstanding share of capital stock of AAA and made a proportionate adjustment to the Series A Warrant in lieu of providing JJJ with advance notice of such dividend (as required by the Series A Warrant). No adjustment was made to the Performance Warrant as no adjustment was provided for in the terms of the Performance Warrant. On _________,_________,_________(M/D/Y), JJJ exercised the Series A Warrant and received _________ shares of Series A Preferred Stock and _________ shares of Series F Preferred Stock.

F. In a series of transactions commencing _________,_________,_________(M/D/Y), AAA sold to Microsoft Corporation and other strategic purchasers an aggregate of _________ shares of its Series E Preferred Stock at a per share price of $ _________, _________ shares of its Series D Common Stock for a per share price of $ _________ and a warrant (to Microsoft) to purchase _________ shares of Series D Common Stock. AAA's Series E Preferred Stock is convertible on a one-for-ten basis into AAA's Common Stock. As a result of these sales and pursuant to the rights of JJJ contained in the AAA Investment Documents, JJJ has the right (the "JJJ PURCHASE RIGHTS") to purchase _________ shares of Series E Preferred Stock of AAA, _________ shares of Series D Common Stock of AAA and a warrant exercisable for _________ shares of Series D Common Stock, which right shall become exercisable for a ten day period upon notice by AAA to JJJ, which notice AAA has not yet given.

G. On _________,_________,_________(M/D/Y), AAA issued _________ shares of its Series D Preferred Stock to Cable News Network LP, LLP ("CNN") in exchange for promotional considerations described in the Agreement for Branding and On-Air Promotion dated as of _________,_________,_________(M/D/Y) between CNN and AAA. On _________,_________,_________(M/D/Y), AAA issued to E.I. du Pont de Nemours and Company ("DUPONT") a warrant to purchase _________ shares of AAA's Series D Common Stock in exchange for a Collaboration Agreement between AAA and DuPont dated _________,_________,_________(M/D/Y). JJJ has contended that it has a right to purchase a proportional amount of the Series D Preferred Stock issued to CNN and the warrant to purchase Series D Common Stock issued to DuPont (the "DISPUTED JJJ PURCHASE RIGHTS"). AAA believes that JJJ has no such rights.

H. The Performance Warrant provides that the right to purchase _________ shares of Series A Preferred Stock of AAA potentially issuable pursuant thereto shall vest and become exercisable on _________,_________,_________(M/D/Y) if the joint marketing efforts of JJJ and AAA generated for AAA gross revenues of $ _________ for the twelve months ended _________,_________,_________(M/D/Y). By letter from its counsel dated _________,_________,_________(M/D/Y), JJJ has contended that the Performance Warrant became vested and exercisable with respect to such shares because it believes that such criteria were met. AAA does not believe that such criteria were met.

I. On _________,_________,_________(M/D/Y), AAA entered into an Agreement and Plan of Reorganization (as the same may be amended from time to time, the "DDD-AAA REORGANIZATION AGREEMENT") with DDD which provides for the combination of the businesses of AAA and DDD. The DDD-AAA Reorganization Agreement provides for such transaction to be effected through one of two structures: a subsidiary of DDD/AAA may be merged with and into DDD and another subsidiary of DDD/AAA merged into AAA ("REORGANIZATION STRUCTURE ONE") or a subsidiary of DDD may be merged with and into AAA ("REORGANIZATION STRUCTURE TWO"). On _________,_________,_________(M/D/Y), DDD/AAA filed a Registration Statement on Form S-4 (File No. _________) (as the same may be amended from time to time, the "DDD/AAA REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "COMMISSION") describing Reorganization Structure One as well as the acquisition by DDD/AAA of the business of MEDE AMERICA Corporation, a _________(PLACENAME) corporation; it is anticipated that if the transaction is to be effected through Reorganization Structure Two, the DDD/AAA Registration Statement will be amended to reflect that, among other things, DDD will be the issuer of the securities registered pursuant thereto. The transactions described in the DDD-AAA Reorganization Agreement and in the DDD/AAA Registration Statement, as the same may be amended from time to time, are referred to herein as the "REORGANIZATION."

J. In anticipation of the consummation of the Reorganization, the parties to this Agreement desire to modify the Strategic Agreements, the Product Agreements and the AAA Investment Documents and to provide for BBB's and JJJ's concurrence with and support of the transactions contemplated by the Reorganization.

NOW, THEREFORE, it is agreed as follows:

1. TERMINATION OF CERTAIN AGREEMENTS; NEW ARRANGEMENTS.

1.1. TERMINATION OF STRATEGIC AGREEMENTS; NEW STRATEGIC ARRANGEMENTS. The parties to this Agreement include all of the parties to each of the Strategic Agreements. As of the date of this Agreement, each of the Strategic Agreements shall be, without the need for any further action on the part of any party, terminated and shall be of no further force and effect. No party to any Strategic Agreement shall have any further rights or obligations with respect to such Strategic Agreement or be required from and after the termination thereof pursuant to this Section 1.1, to take, or refrain from taking, any action whatsoever pursuant to such Strategic Agreement. In lieu of the Strategic Agreements, AAA and KKK hereby agree to the provisions set forth on EXHIBIT 1.1 which shall become effective as of the date hereof.

Except as set forth in EXHIBIT 1.1, as of the date of this Agreement, each party hereby fully releases the other party from any and all obligations, and agrees not to seek any costs, damages or other compensation from the other party under any legal theory including, without limitation, breach of contract, breach of warranty, restitution or quantum meruit, arising from the Strategic Agreements or termination thereof.

1.2. TERMINATION OF PRODUCT AGREEMENTS; NEW PRODUCT ARRANGEMENTS. The parties to this Agreement include all of the parties to each of the Product Agreements. As of the date of this Agreement, each of the Product Agreements shall be, without the need for any further action on the part of any party, terminated and shall be of no further force and effect. No party to any Product Agreement shall have any further rights or obligations with respect to such Product Agreement or be required from and after the termination thereof pursuant to this Section 1.2, to take, or refrain from taking, any action whatsoever pursuant to such Product Agreement. In lieu of the Product Agreements, AAA and KKK hereby agree to the provisions set forth on EXHIBIT 1.2, which shall become effective as of the date this Agreement is entered into.

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