Unassociated Document


    Exhibit
      10.1

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (this
“Agreement”) is made and entered September 1, 2007 (the “Effective Date”),
      between HEALTH
      SYSTEMS SOLUTIONS, INC.,
      a
      Nevada corporation (the “Company”), with a principal place of business at 450
      North Reo Street, Suite 300, Tampa, Florida 33609 and STANLEY
      VASHOVSKY, an
      individual (the “Executive”), whose address is 763 Raleigh Street, Woodmere, New
      York 11598.

    


    RECITALS:

    


    The
      Executive possesses knowledge and skills which the Company believes will be
      of
      substantial benefit to its operations and success, and the Company desires
      to
      employ the Executive on the terms and conditions set forth below.

    


    The
      Executive is willing to make his services available to the Company on the terms
      and conditions set forth below.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein made, the Company and the
      Executive hereby agree as follows:

    


    AGREEMENT

    


    1.
      EMPLOYMENT. The
      Company hereby agrees to employ Executive and Executive hereby accepts such
      employment in his capacity of Chief Executive Officer and Chairman, upon the
      terms and conditions hereinafter set forth. The
      Executive shall diligently perform all services as may be assigned to him by
      the
      Board of Directors of the Company (the “Board”), and shall exercise such power
      and authority as may from time to time be delegated to him by the Board.
As
      the
      Chief Executive Officer of the Company, the Executive shall be the most senior
      officer of the Company and its subsidiaries, shall have effective supervision,
      control and policy-making authority over, and responsibility for, the strategic
      direction and general leadership and management of the business and affairs
      of
      the Company and its subsidiaries, subject only to the authority of the Board,
      and shall have all of the powers, authority, duties and responsibilities usually
      incident to the position and role of Chief Executive Officer in public companies
      that are comparable in size, character and performance to the Company. All
      employees of the Company and its subsidiaries shall report, directly or
      indirectly, to the Executive. The Company agrees to use its best efforts to
      secure the Executive’s election as a member and Chairman of the Board during the
      term of this Agreement, and the Executive agrees to serve as such without
      additional compensation beyond that provided in this Agreement. The Company
      may
      also direct Executive to perform such duties for other entities which are now
      or
      may in the future be direct or indirect subsidiaries of the Company (the
“Affiliates”),
      subject
      to the limitation that Executive’s overall time commitment is comparable to
      similarly situated executives. Executive shall serve the Company and the
      Affiliates faithfully, diligently and to the best of his ability. Executive
      agrees during the Term (as hereinafter defined) of this Agreement to devote
      all
      of his full-time business efforts, attention, energy and skill to the
      performance of his employment to furthering the interest of the Company and
      the
      Affiliates. In connection with his employment by the Company, the Executive
      shall be based in New York City, or at any other Company location, as he may
      determine to be appropriate for the performance of his duties, and he agrees
      to
      travel, subject to the reimbursement of expenses set forth in Section 2(f)
      below
      and to the extent reasonably necessary, to perform his duties and obligations
      under this Agreement, to Company facilities and other destinations elsewhere.
      During the Term, Executive shall not engage in any other employment, occupation
      or consulting activity for any direct or indirect remuneration without the
      prior
      written consent of the Board; provided that the Executive may engage in
      community service and other charitable activities without prior written consent
      of the Board.

     

    
      
         

      

      
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    2.
      COMPENSATION/BENEFITS.

     

    (a) Salary. Company
      shall pay Executive a base salary (the “Base Salary”), of $305,000. Said Base
      Salary shall be paid consistent with the Company’s payroll policies and
      procedures for all employees. The
      Base
      Salary shall be increased, at least annually, in accordance with increases
      in
      the Consumer
      Price Index (using the 1982-84 average as equal to 100), All Urban Consumers
      All
      Cities Average, issued by the Bureau of Labor Statistics of the United States;
      provided, however, that the Base Salary shall not be increased during any
      calendar year during the Term in excess of 5%.

     

    (b) Performance
      Bonus. For
      the
      period commencing in calendar year 2007 and for each calendar year thereafter
      during the Term, Executive shall be eligible to receive an annual bonus
      (“Bonus”) in an amount up to 50% of the Base Salary (the “Maximum Bonus”) to be
      determined as follows: (i) if 80% to 100% of budgeted revenue and EBITDA are
      achieved by the Company for any calendar year during the Term, the Executive
      shall be entitled to receive 50% of the Maximum Bonus; and (ii) if 100% to
      110%
      of budgeted revenue and EBITDA are achieved by the Company for any calendar
      year
      during the Term, the Executive shall be entitled to receive 100% of the Maximum
      Bonus. For purposes of the Bonus calculations, Company revenue and EBITDA shall
      be weighted equally; accordingly, and for illustration purposes only, if 80%
      of
      budgeted revenue is achieved, but only 50% of budgeted EBITDA is achieved,
      the
      Executive would be entitled to receive a Bonus of 25% of the Maximum Bonus.
      At
      the discretion of the Board, the Executive may receive an amount in addition
      to
      the Maximum Bonus if Company revenue and EBITDA both exceed the budgeted amount
      by 110% or more. As used herein, the initial budgeted revenue and EBITDA shall
      be derived from a budget which shall be submitted to the Board no later than
      60
      days from the Effective Date hereof. The Bonus, if any, shall be payable on
      an
      annual basis at such time as the Board shall determine. As used herein, “EBITDA”
means the Company’s earnings before interest, taxes, depreciation and
      amortization as determined by the Company’s independent certified public
      accountants from time to time.

     

    (c) Employee
      Benefits.
      Executive shall be entitled to participate in such employee benefit plans and
      insurance offered by the Company to similarly situated employees of the Company
      subject to the eligibility requirements, restrictions and limitations of any
      such plans or programs.

     

    (d) Vacation. Executive
      shall be entitled to three weeks of vacation each calendar year during the
      Term,
      to be taken at such times as the Executive and the Company shall mutually
      determine and provided that no vacation time shall interfere with the duties
      required to be rendered by the Executive hereunder. Any vacation time not taken
      by Executive during any calendar year may not be carried forward into any
      succeeding calendar year and is not cumulative.

     

    (e) Automobile
      Allowance.
      During
      the Term, the Company shall pay
      the
      Executive an automobile allowance of $1,000 per month (subject to any applicable
      withholding or other taxes).

     

    
      
         

      

      
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    (f) Business
      Expense Reimbursement; Telephone Expenses. Upon
      the
      submission of proper substantiation by Executive, and subject to such rules
      and
      guidelines as the Company may from time to time adopt, the Company shall
      reimburse Executive for all reasonable expenses actually paid or incurred by
      the
      Executive during the Term in the course of and pursuant to the business of
      the
      Company including, without limitation, travel and telephone expenses incurred
      by
      the Executive while traveling to and from the Company’s facilities as may be
      required pursuant to Section 1 hereof. The Executive shall account to the
      Company in writing for all expenses for which reimbursement is sought and shall
      supply to the Company copies of all relevant invoices, receipts or other
      evidence reasonably requested by the Company. 

     

    3.
      STOCK
      OPTIONS.
      Subject
      to an increase in the amount of shares of common stock of the Company (the
      “Common Stock”) available for issuance under the Company’s stock option plan,
      and stockholder approval of such increase, the Company shall grant to the
      Executive options (the “Stock Option”) to purchase up to 1,900,000 shares of
      Common Stock under (and therefore subject to all terms and conditions of) the
      Company’s stock option plan, as may be amended from time-to-time, and any
      successor plan thereto (the “Stock Option Plan”) and all rules of regulation of
      the Securities and Exchange Commission applicable to stock option plans then
      in
      effect. The
      Stock
      Option shall have an exercise price per share equal to the fair market value
      of
      the Common Stock on the date of the grant which the parties acknowledge is
      $1.00
      per share of Common Stock. The Stock Option will vest equally over the four-year
      Term of this Agreement as follows: (i) 1⁄4 will vest and become exercisable on
      each anniversary of the Effective Date; and (ii) subject to continued employment
      as of the vesting date and in accordance with the terms of the Stock Option
      Plan. No right to any Common Stock is earned or accrued until such time that
      vesting occurs (subject to Executive being employed and in good standing
      hereunder on each vesting date), nor does the grant confer any right to
      continued vesting or employment. The Stock Option shall lapse as provided in
      the
      Stock Option Plan. Notwithstanding the foregoing, all unvested Stock Options
      shall vest immediately upon a Change of Control of the Company. For
      purposes of this Agreement, the term “Change in Control” shall mean (a)
      a
      reorganization, merger, consolidation or other transaction, in each case, with
      respect to which persons who were the shareholders of the Company immediately
      prior to such transaction do not, immediately thereafter, own more than 50%
      of
      the combined voting power of the company’s then outstanding voting securities,
      in substantially the same proportions as their ownership immediately prior
      to
      such transaction, (b) a liquidation or dissolution of the Company or (c) the
      sale of all or substantially all of the assets of the Company.

     

    4.
      TERM.
      The Term
      of employment hereunder will commence on the Effective Date, and end four years
      thereafter (the “Term”), unless terminated earlier pursuant to Section 6 of this
      Agreement. The Term shall automatically renew (“Renewal Term”) for successive
      one year terms, unless written notification of non-renewal is provided by either
      party no less than 30 days prior to the expiration of the Term or the then
      current Renewal Term.

     

    5.
      REPRESENTATIONS
      AND WARRANTIES OF EXECUTIVE.
      The
      Executive represents and warrants to the Company as follows:

     

    (a) Executive
      has the full right to enter into this Agreement and perform all duties
      hereunder, and has made no contract or other commitment in contravention of
      the
      terms hereof (including, without limitation, contracts or obligations respecting
      trade secrets or proprietary information or otherwise restricting competition),
      or which would prevent Executive from using his best efforts in the performance
      of his duties hereunder. Executive has
      fulfilled all of his obligations under all prior employment or consulting
      agreements (or similar arrangements), and there is not, under any of the
      foregoing, any existing default or breach by Executive with respect
      thereto.

     

    
      
         

      

      
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    (b) Executive’s
      performance hereunder shall not constitute a default under any contract or
      other
      commitment to which the Executive is bound.

     

    (c) All
      information furnished by Executive to the Company is to the best of Executive’s
      knowledge, true and complete (including, without limitation, documentary
      evidence of Executive’s identity and eligibility for employment in the United
      States), and Executive will promptly advise the Company with respect to any
      change in the information of record.

     

    (d) Executive
      is not subject to any order, decree or decision precluding him from performing
      his duties as described herein.

     

    (e) Executive
      declares
      that he has read and understands all the terms of this Agreement; that he has
      had ample opportunity to review it with his attorney before signing it; that
      no
      promise, inducement, or agreement has been made except as expressly provided
      in
      this Agreement; that it contains the entire Agreement between the parties;
      and
      that he enters into this Agreement fully, voluntarily, knowingly and without
      coercion.

     

    6.
      TERMINATION.

     

    (a) Termination.
      This
      Agreement shall be terminated (i) upon the expiration of the Term, (ii) upon
      the
      death of the Executive, (iii) if the Executive shall have been substantially
      unable to perform Executive’s duties hereunder for a period of three consecutive
      months, (iv) by the Company for “Cause” (as defined below) and upon written
      notice or (v) for Good Reason or voluntarily by the Executive.

     

    (b) Cause. As
      used
      in this Agreement, “Cause” shall mean any of the following: (i) Executive’s
      willful failure or refusal, after notice thereof, to perform specific directives
      of the Board when such directives are lawful and consistent with the Executives
      duties and responsibilities described in this Agreement, (ii) dishonesty of
      the
      Executive affecting the Company, (iii) habitual abuse of drugs or alcohol,
      (iv)
      conviction of Executive of, or a plea by Executive of guilty or no contest
      to,
      any felony or any crime involving moral turpitude, fraud, gross neglect,
      embezzlement or misrepresentation, (v) any gross or willful conduct of the
      Executive resulting in loss to the Company or damage to the reputation of the
      Company, (vi) theft from the Company, (vii) commission or participation by
      Executive in any other injurious act or omission wantonly, willfully, recklessly
      or in a manner which was grossly negligent against the Company; or (viii)
      violation by the Executive, after notice thereof, of the business policies
      and
      guidelines of the Company as may be in effect from time to time. Notwithstanding
      anything herein to the contrary, the Company shall notify the Executive of
      any
      purported grounds constituting Cause, and the Executive shall have no less
      than
      twenty (20) business days within which to cure such purported grounds. In the
      event that such grounds cannot be cured within said period of time, and provided
      that it is possible for such grounds to be cured, the Executive shall have
      a
      reasonable period of time (not to exceed sixty (60) days) to cure such grounds,
      provided that he is proceeding in good faith to cure same. The notice shall
      state with particularity the conduct of the Executive constituting Cause. The
      Executive shall have a reasonable opportunity to present his position to the
      Board during the notice period and prior to any termination

     

    
      
         

      

      
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    (c) Good
      Reason.
      For
      purposes of this Agreement, the Executive shall have “Good Reason” to terminate
      his employment during the Term of this Agreement only if:

     

    (i) the
      Company fails to pay or provide any amount or benefit that the Company is
      obligated to pay or provide under this Agreement and the failure is not remedied
      within 30 days after the Company receives written notice from the Executive
      of
      such failure; or

     

    (ii) the
      Company limits the Executive’s duties or responsibilities or power or authority
      contemplated by Section 1 above in any material respect, and the situation
      is
      not remedied within 30 days after the Company receives written notice from
      the
      Executive of the situation; or

     

    (iii) he
      is
      removed from, or not elected or re-elected to, the Board of Directors of the
      Company or the office, title and position of Chairman of the Board and Chief
      Executive Officer of the Company, and the Company does not have Cause for doing
      so; or

     

    (iv) the
      Company forces Executive to relocate outside of the New York metropolitan area,
      and the situation is not remedied within 30 days after the Company receives
      written notice from the Executive of the situation; or

     

    (v) a
      Change
      in Control occurs.

     

    7.
      AMOUNTS
      DUE UPON TERMINATION.
      In the
      event that the Executive’s employment is terminated by the Company during the
      Term other than for Cause or is terminated by the Executive for Good Reason,
      the
      Company shall continue
      to pay to the Executive the following amounts: (i) the portion of the
      Executive’s Base Salary accrued but unpaid through the date of such termination;
      (ii) any
      other
      amounts to which the Executive is entitled by law or pursuant to the terms
      of
      any compensation or benefit plan or arrangement in which he participated prior
      to the date of termination; and (iii)
      the
      Executive’s Base Salary as
      in
      effect on the date of Executive’s termination
      for a
      period of twelve (12) months from notice of termination hereunder payable in
      installments consistent with the Company’s normal payroll schedule, subject to
      applicable withholding and other taxes.
      The
      Executive shall not be entitled to receive severance payments under any other
      severance plan maintained by the Company if the Executive receives the payment
      described above. The payments described in this Section shall not be made in
      the
      event that the Executive voluntarily terminates employment with the Company.
      

     

    8.
      COVENANT
      NOT TO COMPETE/NON-SOLICITATION.
      Executive acknowledges and recognizes the highly competitive nature of the
      Company’s business and the goodwill and business strategy of the Company
      constitute a substantial asset of the Company. Executive further acknowledges
      and recognizes that during the course of the Executive’s employment Executive
      will receive specific knowledge of the Company’s business, access to trade
      secrets and Confidential Information (as hereinafter defined), participate
      in
      business acquisitions and decisions, and that it would be impossible for
      Executive to work for a competitor without using and divulging this valuable
      Confidential Information. Executive further acknowledges that this covenant
      not
      to compete is an independent covenant within this Agreement. This covenant
      shall
      survive this Agreement and shall be treated as an independent covenant for
      the
      purposes of enforcement. Executive agrees to the following:

     

    
      
         

      

      
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    (a)
      that
      all
      times during the Term and any Renewal Terms and for a period of one year after
      termination of the Executive’s employment under this Agreement or any renewal or
      extension thereof (the “Restricted Period’), for whatever reason and in any
geographic
      areas in which the Company operated or was actively planning on operating as
      of
      date of termination of the Executive’s employment
      (the
“Restricted Area”), Executive will not individually or in conjunction with
      others, directly engage in Competition (as hereinafter defined) with the
      business of the Company, whether as an officer, director, proprietor, employer,
      employee, partner independent contractor, investor, consultant, advisor, agent
      or otherwise; provided
      that this provision shall not apply to the Executive’s ownership of the capital
      stock, solely as an investment, of securities of any issuer that is registered
      under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended,
      and that are listed or admitted for trading on any United States national
      securities exchange or that are quoted on the National Association of Securities
      Dealers Automated Quotations System, or any similar system or automated
      dissemination of quotations of securities prices in common use, so long as
      the
      Executive does not control, acquire a controlling interest in or become a member
      of a group which exercises direct or indirect control or, more than three
      percent of any class of capital stock of such corporation;

     

    (b)
      that
      during the Restricted Period and within the Restricted Area, Executive will
      not,
      indirectly or directly, compete with the Company by soliciting, inducing or
      influencing any of the Company’s customers that have a business relationship
      with the Company at any time during the Restricted Period to discontinue or
      reduce the extent of such relationship with the Company;

     

    (c)
      that
      during the Restricted Period and within the Restricted Area, Executive will
      not
      (i) directly or indirectly recruit any employee of the Company to discontinue
      such employment relationship with the Company, or (ii) employ or seek to employ,
      or cause to permit any business which competes directly or indirectly with
      the
      business of the Company to employ or seek to employ for any such business any
      person who is then (or was at any time within six months prior to the date
      Executive or the competitive business employs or seeks to employ such person)
      employed by the Company;

     

    (d)
      that
      during the Restricted Period, Executive will not interfere with, disrupt attempt
      to disrupt any past or present relationship contractual or otherwise, between
      the Company and any Company’s employees.

     

    For
      purposes hereof, “Competition” shall mean any company, partnership, limited
      liability company or other entity any portion of whose business directly or
      indirectly competes with the business of the Company. In
      the
      event that a court of competent jurisdiction shall determine that any provision
      of this Section is invalid or more restrictive than permitted under the
      governing law of such jurisdiction, then only as to enforcement of this Section
      within the jurisdiction of such court, such provision shall be interpreted
      and
      enforced as if it provided for the maximum restriction permitted under such
      governing law. If the Executive shall be in violation of any provision of this
      Section, then each time limitation set forth in this Section shall be extended
      for a period of time equal to the period of time during which such violation
      or
      violations occur. If the Company seeks injunctive relief from such violation
      in
      any court, then the covenants set forth in this Section shall be extended for
      a
      period of time equal to the pendency of such proceeding including all appeals
      by
      the Executive.

     

    
      
         

      

      
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    9.
      NON-DISCLOSURE
      OF CONFIDENTIAL INFORMATION.

     

    (a)
      Executive
      acknowledges that the Company’s trade secrets, private or secret processes,
      methods and ideas, as they exist from time to time, and information concerning
      the Company’s services, business records and plans, inventions, acquisition
      strategy, price structure and pricing, discounts, costs, computer programs
      and
      listings, source code and/or subject code, copyright trademark proprietary
      information, formulae, protocols, forms, procedures, training methods,
      development technical information, know-how, show-how, new product and service
      development, advertising budgets, past, present or planned marketing, activities
      and procedures, method for operating the Company’s business, credit and
      financial data concerning the Company’s customers, and marketing; advertising,
      promotional and sales strategies, sales presentations, research information,
      revenues, acquisitions, practices and plans and information which is embodied
      in
      written or otherwise recorded form, and other information of a confidential
      nature not known publicly or by other companies selling to the same markets
      and
      specifically including information which is mental, not physical (collectively,
      the “Confidential Information”) are valuable, special and unique assets of the
      Company, access to and knowledge of which have been provided to Executive by
      virtue of Executive’s association with the Company. In light of the highly
      competitive nature of the industry in which the Company’s business is conducted,
      Executive agrees that all Confidential Information, heretofore or in the future
      obtained by Executive as a result of Executive’s association with the Company
      shall be considered confidential.

     

    (b)
      The
      Executive agrees that the Executive shall (i) hold in confidence and not
      disclose or make available to any third party any such Confidential Information
      obtained directly or constructively from the Company, unless so authorized
      in writing
      by the Company; (ii) exercise all reasonable efforts to prevent third parties
      from gaining access to the Confidential Information; (iii) restrict the
      disclosure or availability of the Confidential Information to those employees
      or
      agents of the Company who have a need to know the information in order to
      further the business purposes of the Company; (iv) not copy or modify any
      Confidential Information without prior written consent of the Company, provided,
      however, that
      such
      copy or modification of any Confidential Information does not include any
      modifications or copying which would otherwise prevent the Executive from
      performing his/her duties and responsibilities to the Company; (v) take such
      other protective measures as may be reasonably necessary to preserve the
      confidentiality of the Confidential Information; and (vii) relinquish all rights
      he may have in any matter, such as drawings, documents, models, samples,
      photographs, patterns, templates, molds, tools or prototypes, which may contain,
      embody or make use of the Confidential Information; promptly delivery to the
      Company any such matter as the Company may direct at any time, and not retain
      any copies or other reproductions thereof.

     

    
      
         

      

      
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    (c)
      Executive
      further agrees (i) that Executive shall promptly disclose in writing to the
      Company all ideas, inventions, improvements and discoveries which may be
      conceived, made or acquired by Executive as the direct or indirect result of
      the
      disclosure by the Company of the Confidential Information to Executive; (ii)
      that all such ideas, inventions, improvements and discoveries conceived, made
      or
      acquired by Executive, alone or with the assistance of others, relating to
      the
      Confidential Information in accordance with the provisions hereof and that
      Executive shall not acquire any intellectual property rights under this
      Agreement except the limited right to use set forth in this Agreement; (iii)
      that Executive shall assist in the preparation and execution of all
      applications, assignments and other documents which the Company may deem
      necessary to obtain patents, copyrights and the like in the United States and
      in
      jurisdictions foreign thereto, and to otherwise protect the
      Company.

     

    (d)
      Upon
      written request of the Company, Executive shall immediately return to the
      Company all written materials containing the Confidential Information as well
      as
      any other books, records and accounts relating in any manner to the Company
      or
      its business. Executive shall also deliver to the Company written statements
      signed by Executive certifying all materials have been returned within five
      days
      of receipt of the request.

     

    10.
      ACKNOWLEDGMENT
      BY EXECUTIVE.
      The
      Executive acknowledges and confirms that (a) the restrictive covenants contained
      in this Agreement are reasonably necessary to protect the legitimate business
      interests of the Company, and (b) the restrictions contained herein (including
      without limitation the length of the term of the provisions of the covenant
      not
      to compete) are not overbroad, overlong, or unfair and are not the result of
      overreaching, duress or coercion of any kind. The Executive further acknowledges
      and confirms that his full, uninhibited and faithful observance of each of
      the
      covenants contained herein will not cause him any undue hardship, financial
      or
      otherwise, and that enforcement of each of the covenants contained herein will
      not impair his ability to obtain employment commensurate with his abilities
      and
      on terms fully acceptable to him or otherwise to obtain income required for the
      comfortable support of him and his family and the satisfaction of the needs
      of
      his creditors. The Executive acknowledges and confirms that his special
      knowledge of the business of the Company is such as would cause the Company
      serious injury or loss if he were to use such ability and knowledge to the
      benefit of a competitor or were to compete with the Company in violation of
      the
      terms hereof. The Executive further acknowledges that the restrictions contained
      herein are intended to be, and shall be, for the benefit of and shall be
      enforceable by, the Company’s successors and assigns.

     

    11.
      INJUNCTION.
      It is
      recognized and hereby acknowledged by the parties hereto that a breach by the
      Executive of any of the covenants contained in Sections 8 and 9 of this
      Agreement will cause irreparable harm and damage to the Company, the monetary
      amount of which may be virtually impossible to ascertain. As a result, the
      Executive recognizes and hereby acknowledges that the Company shall be entitled
      to an injunction from any court of competent jurisdiction enjoining and
      restraining any violation of any or all of the covenants contained in Sections
      8
      and 9 of this Agreement by the Executive or any of his affiliates, associates,
      partners or agents, either directly or indirectly, and that such right to
      injunction shall be cumulative and in addition to whatever other remedies the
      Company may possess. In addition, upon any violation of the covenants contained
      in Sections 8 and 9, all severance payments and benefits to which the Executive
      may be entitled to hereunder shall immediately cease and be without further
      force and effect.

     

    
      
         

      

      
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    12.
      INDEMNIFICATION
      BY THE COMPANY.
      To the
      fullest extent permitted by applicable law, the Company shall indemnify, defend
      and hold harmless the Executive from and against any and all claims, demands,
      actions, causes of action, liabilities, losses, judgments, fines, costs and
      expenses (including reasonable attorneys’ fees and settlement expenses) arising
      from or relating to his service or status as an officer, director, Executive,
      agent or representative of the Company or any subsidiary of the Company or
      in
      any other capacity in which the Executive serves or has served at the request
      of, or for the benefit of, the Company or its subsidiaries, including but not
      limited to claims alleged by Executive’s former employer regarding solicitation
      of employees; provided, however, that the Company shall not be responsible
      to
      indemnify the Executive for any actions of gross negligence or willful
      misconduct. The Company’s obligations under this Section 12 shall be in addition
      to, and not in derogation of, any other rights the Executive may have against
      the Company to indemnification or advancement of expenses, whether by statute,
      contract or otherwise.

     

    13.
      PROPOSED
      FINANCING TRANSACTION.
      The
      parties acknowledge that the Company is expected to enter into a financing
      transaction with Stanford International Bank Limited pursuant to the term sheet
      substantially in the form of Exhibit “A” attached hereto. 

     

    14.
      SURVIVAL.
      The
      provisions of Sections 8 through 27 shall survive the termination of this
      Agreement, as applicable.

     

    15.
      NOTICES.
      All
      notices required or permitted to be given hereunder shall be in writing and
      shall be personally delivered by courier, sent by registered or certified mail,
      return receipt requested or sent by confirmed facsimile transmission addressed
      as set forth herein. Notices personally delivered, sent by facsimile or sent
      by
      overnight courier shall be deemed given on the date of delivery and notices
      mailed in accordance with the foregoing shall be deemed given upon the earlier
      of receipt by the addressee, as evidenced by the return receipt thereof, or
      three (3) days after deposit in the U.S. mail. Notice shall be sent to the
      addresses set forth in the introductory paragraph of this Agreement, or to
      such
      other address as either party hereto may from time to time give notice of to
      the
      other.

     

    16.
      HEADINGS.All
      sections and descriptive headings of this Agreement are inserted for convenience
      only, and shall not affect the construction or interpretation
      hereof.

     

    17.
      COUNTERPARTS.
      This
      Agreement may be executed in any number of counterparts, each of which, when
      executed and delivered, shall be an original, but all counterparts shall
      together constitute on e and the same instrument.

     

    18.
      ENTIRE
      AGREEMENT.
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and, upon its effectiveness, shall
      supersede all prior agreements, understandings and arrangements, both oral
      and
      written, between the Executive and the Company (or any of its Affiliates) with
      respect to such subject matter. This Agreement may not be modified in any way
      unless by a written instrument signed by both the Company and the
      Executive.

     

    
      
         

      

      
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    19.
      GOVERNING
      LAW.
      This
      Agreement is to be construed and enforced according to the laws of the State
      of
      Florida. The prevailing party shall be entitled to recover legal fees and costs
      from the other party in any dispute hereunder. The parties agree to accept
      any
      service of process by mail and to the exclusive venue of courts of competent
      jurisdiction located in Hillsborough County, Florida in any dispute arising
      out
      of the employment by the Company of the Executive, compensation or any damages
      in respect thereof. 

     

    20.
      CONSTRUCTION.This
      Agreement shall not be construed more strictly against one party than the other,
      merely by virtue of the fact that it may have been prepared by counsel for
      one
      of the parties, it being recognized that both Company and Executive have
      contributed substantially and materially to the negotiation and preparation
      of
      this Agreement.

     

    21.
      SEVERABILITY.
      Inapplicability or unenforceability of any provision of this Agreement shall
      not
      limit or impair the operation or validity of any other provision of this
      Agreement or any such other instrument.

     

    22.
      NON-ASSIGNABILITY.
      The
      Executive shall
      not
      have the right to assign or delegate his rights or obligations hereunder, or
      any
      portion thereof, to any other person.

     

    23.
      BINDING
      EFFECT.
      This
      Agreement shall be for the benefit of and binding upon the parties hereto and
      their respective heirs, personal representatives, legal representatives,
      successors and, where applicable, assigns, including, without limitation, any
      successor to the Company, whether by merger, consolidation, sale of stock,
      sale
      of assets or otherwise.

     

    24.
      WAIVERS.
      The
      waiver by either party hereto of a breach or violation of any term or provision
      of this Agreement shall not operate nor be construed as a waiver of any
      subsequent breach or violation.

     

    25.
      NO
      THIRD PARTY BENEFICIARY.
      Nothing
      expressed or implied in this Agreement is intended, or shall be construed,
      to
      confer upon or give any person other than the Company, the parties hereto and
      their respective heirs, personal representatives, legal representatives,
      successors and assigns, any rights or remedies under or by reason of this
      Agreement.

     

    26.
      NON-DISPARAGEMENT.
      During
      the term of Executive’s employment and thereafter, neither the Executive nor the
      Company’s, directors and officers shall disparage each other.

     

    27.
      WAIVER
      OF JURY TRIAL.
      EACH OF
      THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
      ANY
      OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
      OR ARISING OUT OF, UNDER OR IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT,
      COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
      PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COMPANY ENTERING
      INTO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR OUT OF THE EMPLOYMENT
      OF
      EXECUTIVE BY THE COMPANY, COMPENSATION OR ANY DAMAGES IN RESPECT
      THEREOF.

     

    [Signatures
      Begin on Following Page]


    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first above
      written.

    
      	 	 	 
	 	HEALTH
              SYSTEMS SOLUTIONS, INC.
	 	 	 
	 	 	 
	 	By:  	/s/ B.M.
              Milvain
              
              

	 	Name:	B.M.
              Milvain
	 	Title:	Chief
              Executive Officer
	 	 	 
	 	 	 
	 	EXECUTIVE
	
            	
               

            
	
            	
            
	 	
            	/s/ Stanley
              Vashovsky
	 	
              

                        
                Stanley Vashovsky

            


    

     

    
      
         

      

      
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