Exhibit
      10.2

    


    LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT
      is dated
      as of April 6, 2006 (the “Agreement”), is entered into by and among Health
      Systems Solutions, Inc., a Nevada corporation (the “Company”), VantaHealth
      Technologies, LLC, a limited liability company organized and existing under
      the
      laws of the State of Pennsylvania (“Vanta”), and the members of Vanta identified
      on the signature page hereto (the “Members,” and collectively with Vanta, the
“Vanta Parties”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      simultaneously with the execution and delivery of this Agreement, the Vanta
      Parties have entered into an Asset Purchase Agreement (the “Asset Purchase
      Agreement”) with VHT Acquisition Company (“Buyer”) pursuant to which Vanta will
      sell substantially all of its assets to Buyer; and

    


    WHEREAS,
      as part
      of the consideration under the Asset Purchase Agreement, the Buyer will deliver
      to 50,000 shares of the common stock of the Company to each of the Members
      (collectively, the “Shares”); and

    


    WHEREAS,
      the
      Vanta
      Parties have agreed to a lock-up of the Shares for a 36-month period ending
      April 1, 2009 (the “Lock-Up Termination Date”); and

    


    WHEREAS,
      it is
      condition to the consummation of the Asset Purchase Agreement that this
      Agreement be executed and delivered by the Vanta Parties.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties agree as follows:

    


    1. PROHIBITED
      TRANSFERS

     

    (a) Each
      of
      the Vanta Parties shall not sell, assign, transfer, pledge, hypothecate,
      mortgage, encumber or otherwise dispose (a “Transfer”) of all or any of the
      Shares prior to the Lock-Up Termination Date. The term “dispose”
      includes, but is not limited to, the act of selling, assigning, transferring,
      pledging, hypothecating, encumbering, mortgaging, giving and any other form
      of
      disposing or conveying, whether voluntary or by operation of law, except for,
      a
      private sale where the purchaser agrees to be bound by each and all the
      restrictions in this Agreement as if such purchaser was an original holder
      of
      the Shares.

     

    (b) No
      transfer of Shares otherwise permitted by this Agreement may be made unless
      (i)
      the Shares shall have first been registered under the Securities Act of 1933,
      as
      amended (the “Securities Act”); (ii) the Company shall have first been furnished
      with an opinion of legal counsel, reasonably satisfactory to the Company, to
      the
      effect that such transfer is exempt from the registration requirements of the
      Securities Act; or (iii) such transfer is within the limitations of and in
      compliance with Rule 144 under the Securities Act.

     

    


    
      
        
           

        

        
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    (b) Any
      transfer or other disposition of Shares in violation of the restrictions on
      transfer contained herein shall be null and void and shall not entitle any
      of
      the Vanta Parties or any proposed transferee or other person to have any shares
      of Company Common Stock transferred upon the books of the Company.

     

    2. VOTING
      AND DIVIDEND RIGHTS

     

    It
      is
      understood that each of the Vanta Parties has the right to vote all of the
      Shares held by it and that it shall be entitled to all dividends or
      distributions made by the Company arising in respect of the Shares, in cash,
      stock or other property, including warrants, options or other
      rights.

     

    3. SPECIFIC
      ENFORCEMENT

     

    The
      parties hereby acknowledge and agree that they may be irreparably damaged in
      the
      event that this Agreement is not specifically enforced. Upon a breach or
      threatened breach of the terms, covenants and/or conditions of this Agreement
      by
      any party, any other party shall, in addition to all other remedies, be entitled
      to a temporary or permanent injunction, without showing any actual damage,
      and/or a decree for specific performance, in accordance with the provisions
      hereof.

     

    4. LEGEND
      All
      certificates evidencing any of the Shares subject to this Agreement shall also
      bear a legend substantially as follows during the term of this
      Agreement:

     

    “The
      shares represented by this certificate are subject to restrictions on transfer
      and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise
      disposed of except in accordance with and subject to all the terms and
      conditions of a certain Lock-Up Agreement effective as of April 1, 2006 as
      it
      may be amended from time to time, a copy of which may be obtain from the Company
      upon request and without charge.”

    


    5. NOTICES

     

    Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be effective upon personal delivery,
      via
      facsimile (upon receipt of confirmation of error-free transmission and mailing
      a
      copy of such confirmation, postage prepaid by certified mail, return receipt
      requested) or two business days following deposit of such notice with an
      internationally recognized courier service, with postage prepaid and addressed
      to each of the other parties thereunto entitled at the addresses set forth
      in
      the Asset Purchase Agreement, or at such other addresses as a party may
      designate by five days advance written notice to each of the other parties
      hereto.

     

    


    
      
        
           

        

        
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      6. GOVERNING
        LAW;
        JURISDICTION

    

     

    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of Florida, without regard to its principles of conflict of laws.
      Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may be brought against any party in the federal
      courts of Florida or the state courts of the State of Florida, Miami-Dade
      County, and each of the parties consents to the jurisdiction of such courts
      and
      hereby waives, to the maximum extent permitted by law, any objection, including
      any objections based on forum non conveniens, to the bringing of any such
      proceeding in such jurisdictions.

     

    7. MISCELLANEOUS

     

    (a) Entire
      Agreement. This
      Agreement supersedes all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof. This Agreement, including
      any
      certificate, schedule, exhibit or other document delivered pursuant to its
      terms, constitutes the entire agreement among the parties hereto with respect
      to
      the subject matters hereof and thereof, and supersedes all prior agreements
      and
      understandings, whether written or oral, among the parties with respect to
      such
      subject matters.

     

    (b) Amendments.
      This
      Agreement may not be amended except by an instrument in writing signed by the
      party to be charged with enforcement.

     

    (c) Waiver.
      No
      waiver
      of any provision of this Agreement shall be deemed a waiver of any other
      provisions or shall a waiver of the performance of a provision in one or more
      instances be deemed a waiver of future performance thereof.

     

    (d) Construction.
      This
      Agreement has been entered into freely by each of the parties, following
      consultation with their respective counsel, and shall be interpreted fairly
      in
      accordance with its respective terms, without any construction in favor of
      or
      against either party.

     

    (e) Binding
      Effect of Agreement. This
      Agreement shall inure to the benefit of, and be binding upon the successors
      and
      assigns of each of the parties hereto.

     

    (f) Severability.
      If
      any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement or the validity or
      unenforceability of this Agreement in any other jurisdiction.

     

    (g) Attorneys’
      Fees. If
      any
      action should arise between the parties hereto to enforce or interpret the
      provisions of this Agreement, the prevailing party in such action shall be
      reimbursed for all reasonable expenses incurred in connection with such action,
      including reasonable attorneys’ fees.

     

    (h) Headings.
      The
      headings of this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of this Agreement.

     

    


    
      
        
           

        

        
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    (i) Counterparts.
      This
      Agreement may be signed in one or more counterparts, each of which shall be
      deemed an original and all of which, when taken together, will be deemed to
      constitute one and the same agreement.

     

    


    [Signatures
      Begin on Following Page]

    


    
      
        
           

        

        
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    IN
      WITNESS WHEREOF,
      this
      Lock Up Agreement has been duly executed by each of the
      undersigned.

     

    
      
        
          	 	
                  Health
                    Systems Solutions, Inc.

                
	 	 
	 	 
	 	
                  By: 
                    /s/ B. M.
                    Milvain                                   
                    

                
	 	
                  B.
                    M. Milvain

                
	 	 
	 	 
	 	
                  VantaHealth
                    Technologies, LLC

                
	 	 
	 	 
	 	
                  By: 
                    /s/ John
                    Kiehl                                         

                
	 	
                  John
                    Kiehl, President

                
	 	 
	 	 
	 	
                  Rivendell
                    Technologies, Inc.

                
	 	 
	 	 
	 	
                  By: 
                    /s/ John
                    Kiehl                                         
                    

                
	 	
                  John
                    Kiehl, President

                
	 	 
	 	 
	 	
                  ZAC
                    Capital Partners, LLC

                
	 	 
	 	 
	 	
                  By: 
                    /s/ Anthony D.
                    Zingarelli                      

                
	 	
                  Anthony
                    D. Zingarelli, Manager

                


        

      

    

     

    
      
        
           

        

      
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