g) Reporting and Auditing: 

(i) GENEX will grant access to 340Basics to retrieve 340B Invoice Reports from the information on the GENEX servers, such reports showing activity by customer using the Licensed Software.

(ii) 340Basics will provide GENEX with monthly reports showing the actual number of scripts sold, the price per script, any revenues, discounts or adjustments associated with sale of 340Basics Products, a calculation of the Sales Exclusivity Fee and a calculation of the fee payment owed to GENEX. GENEX shall have the right during the term of this Agreement and for three (3) years thereafter, at its cost and expense to designate an authorized representative, including without limitation, a firm of Certified Public Accountants to audit the books and records of 340Basics and to conduct such further investigation as GENEX shall deem necessary to verify 340Basic's performance of all its obligations hereunder including, without limitation, payments due to GENEX under this Agreement. 

(iii) If, as a result of any examination of the books and records of 340Basics or the 340B Invoice Reports, it is determined that payments made under this Agreement were less than or greater than the amount which should have been paid, 340Basics and/or HCCA shall promptly pay the amount of any discrepancy or shortage to GENEX, or GENEX shall refund any overpayment to 340Basics, as the case may be.  Should the discrepancy or shortage of payment by 340Basics be the result of an error, omission or other inaccuracy in information or reports provided by 340Basics, the payment of the amount of discrepancy or shortage shall bear interest at 1.5% per month compounded monthly.

Section 5 of the Agreement, entitled “PAYMENT” is further amended by replacing item 5 in subsection a) of such Section 5 with the following:

The remainder of subsection a), as well as subsections b), c) and d) of Section 5 shall remain unchanged.

            4.  Subsection b) of Section 6 of the Agreement entitled “WARRANTY AND INDEMNIFICATION” shall be deleted and replaced with the following:

b)         GENEX Indemnity:  In the event that 340Basics is sued in a court of competent jurisdiction for any claim that the Licensed Software, or its use as authorized hereunder, infringes or misappropriates any intellectual property right of any third party, GENEX will defend, indemnify and hold 340Basics harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees). Genex warrants that it will take reasonable precautions to encrypt transmissions and preserve the confidentiality of users’ personal data and information.  Should any amounts be payable by GENEX under this Section 6(b) indemnity, such amounts shall be first offset against any unpaid fees payable by 340Basics and HCCA and then against the current year’s minimum fees not yet paid.

All other provisions of Section 6 shall remain unchanged.

5. Section 7 of the Agreement, entitled “TERM AND TERMINATION” is amended by correcting the reference in subsection (a) to “this Section 6” to “this Section 7” and by deleting subsection c) and replacing it with the following:

c)         Termination for Convenience:  This Agreement may be terminated by either party at any time after the fifth anniversary of the Exclusive Effective Date, upon three months written notice, provided that if the termination is by 340 Basics, all payments due hereunder must have been made through the effective date of termination.

Section 7 of the Agreement is further amended by adding the following subsection:

e)  Conversion to Nonexclusive:  in addition to any other rights available under this Section 7 or any other provision of this Agreement:

(i)     if 340Basics or HCCA is at any time delinquent for a period of 60 days or more in paying the Exclusivity Fee, any payments due under Section 11 hereof, or other payments due to GENEX under this Agreement, or if HCCA fails to comply with GENEX's exercise of its option to receive 10% Secured Convertible Debentures of HCCA under Section 11 hereof;

(ii)   if the amount of the “340Basic Script Revenue” is less than Five Million Dollars ($5,000,000) for 2015 or any calendar year thereafter;

(iii)  at any time after the fifth anniversary of the Exclusive Effective Date; and

(iv)  if 340Basics or HCCA become insolvent or declare bankruptcy; or

(v)   if 340Basics undergoes a change of control of the 340Basics business (whether by sale or transfer of substantially all assets or business of 340Basics or by sale or transfer of a majority of stock in 340Basics or HCCA) wherein (a) such change of control is without prior written consent by GENEX, such consent not to be unreasonably withheld, and (b) such change of control is a change of control which requires approval of the Board(s) of Directors of 340Basics and/or of HCCA after the date hereof;

then GENEX shall have the right to amend the Agreement to convert the license granted hereunder to a nonexclusive license, effective immediately upon written notice to 340Basics, by amending Subsections 2(a), 5(e), 5(f), and 7(c), such that Subsections 2(a) and 7(c) of the Agreement will prospectively revert to the original terms of the Nonexclusive Software License Agreement as executed March 27, 2014, and new Subsections 5(e) and 5(f) will cease to have effect prospectively. 

All other provisions of Section 7 shall remain unchanged.

            6.  The Agreement is further amended to add the following Section 11:

11.  DEBT OF 340BASICS AND HCCA TO GENEX.

a) Each of 340Basics and HCCA hereby acknowledges and agrees that the balance of 340Basics’ and HCCA’s payment obligations to GENEX that are due and payable as of May 31, 2014 (the “Outstanding Balance”), which Outstanding Balance is hereby acknowledged by each of 340Basics and HCCA to be equal to approximately $380,000, remains outstanding and due and payable on demand, by 340Basics and HCCA jointly and severally, and that such Outstanding Balance is not satisfied, discharged or otherwise affected by this Amendment.