ex102to8ka07358_10132008.htm


    Exhibit
10.2

     

    
      CONVERTIBLE
SECURED DEBENTURE

       

       

        
          

        

      

       

      THIS
DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS
DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS DEBENTURE UNDER SAID ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEALTH SYSTEMS SOLUTIONS, INC.
THAT SUCH REGISTRATION IS NOT REQUIRED.

      


      THIS
DEBENTURE IS SUBJECT TO THE TERMS OF THE CONVERTIBLE SECURED DEBENTURE PURCHASE
AGREEMENT, DATED AS OF OCTOBER 12, 2008 BETWEEN THE COMPANY AND THE HOLDER
HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS DEBENTURE AND THE SHARES OF
COMMON STOCK UNDERLYING THIS DEBENTURE ARE SUBJECT TO THE TERMS AND CONDITIONS
OF SUCH AGREEMENT.

       

      
        
          

        

      

       

      Debenture
No.  HSS-__

      
        


        
          
            
              	
                      ________,
      200__

                    	
                      $__,000,000

                    


            

          

        

         

      

      FOR VALUE
RECEIVED, the undersigned, HEALTH SYSTEMS SOLUTIONS,
INC., a Nevada corporation, (“Maker” or “Company”), promises to pay to
the order of STANFORD
INTERNATIONAL BANK LTD., a banking corporation organized under the laws
of Antigua and Barbuda (“Holder”), the principal sum of ______________ MILLION
DOLLARS ($___,000,000) with interest on the unpaid principal amount outstanding
at the rate of 6.00% per annum and with the principal balance being due and
payable on _______, 2013, five (5) years from the date of issuance (the
“Maturity Date”).  This Debenture is subject to the following
additional provisions:

       

      1.           
Definitions.  For
the purposes hereof, in addition to the terms defined elsewhere in this
Debenture: (a) capitalized terms not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement, and (b) the following terms shall
have the following meanings:

      


      “Common Stock” means
the common stock, par value $0.001 per share, of the Company and stock of any
other class into which such shares may hereafter have been reclassified or
changed.

      


      “Conversion Date”
shall have the meaning set forth in Section 5(c).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      “Conversion Price”
shall have the meaning set forth in Section 5(a).

      


      “Conversion Shares”
means the shares of Common Stock issuable upon conversion of this
Debenture.

      


      “Debenture Register”
shall have the meaning set forth in Section 4(c).

      


      “Effectiveness Period”
shall have the meaning given to such term in the Registration Rights
Agreement.

      


      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

      


      “Notice of Conversion”
shall have the meaning set forth in Section 5(c).

      


      “Person” means a
corporation, an association, a partnership, organization, a business, an
individual, a government or political subdivision thereof or a governmental
agency.

      


      “Purchase Agreement”
means the Convertible Secured Debenture Purchase Agreement, dated as of October
12, 2008, to which the Company and the original Holder are parties, as amended,
modified or supplemented from time to time in accordance with its
terms.

      


      “Registration Rights
Agreement” shall have the meaning assigned to such term in the Purchase
Agreement.

      


      “Registration
Statement” means a registration statement meeting the requirements set
forth in the Registration Rights Agreement, covering among other things the
resale of the Conversion Shares and naming the Holder as a “selling stockholder”
thereunder.

      


      “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

      


      “Subsidiary” shall
have the meaning given to such term in the Purchase Agreement.

      


      “Trading Day” means a
day on which the Common Stock is traded on a Trading Market.

      


       “Trading Market” means
initially the OTC Bulletin Board and shall also include, the NASDAQ Small-Cap
Market or the NASDAQ National Market, whichever is at the time the principal
trading exchange or market for the Common Stock, based upon share
volume.

      


      “Transaction
Documents” shall have the meaning set forth in the Purchase
Agreement.

       

      
        
          
          

        

        
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      2.          
 Payment of
Interest, Principal and Fees.

      


      a.           Interest.  The
Company shall pay interest on the Debenture at a rate of 6.00% per annum for the
period from the Closing Date through December 31, 2009 on or prior to January 1,
2010.  Thereafter, interest shall be payable in arrears on a quarterly
basis.

      


      b.           Principal.  To
the extent the Debenture is not converted on or prior to _______, 2013 in
accordance with the terms hereof, all outstanding principal shall be due and
payable, and shall be paid, to Holder on such date.

      


      c.           Place of
Payment.  So long as Holder shall hold this Debenture, all
payments of principal and interest shall be made at the address of Maker as
specified in this Debenture upon presentment of this Debenture.

      


      3.        
   Optional
Redemption.  At any time prior to the Maturity Date or the
earlier conversion of this Debenture as provided herein, the Company may (upon
thirty (30) days’ prior written notice to each of the Holders) redeem the
Debenture for an amount equal to the aggregate principal amount due hereunder
plus unpaid, accrued interest.  Notwithstanding the foregoing, the
Holders shall have the right at all times following receipt of such redemption
notice, and through the date of full payment under this Section 3, to convert
the Debenture, in whole or in part, in accordance with the provisions of Section
5, below.

      


      4.       
    Registration of Transfers
and Exchanges.

      


      a.           Different
Denominations. This Debenture is exchangeable for an equal aggregate
principal amount of Debentures of different authorized denominations, as
requested by the Holder surrendering the same.  No service charge will
be made for such registration of transfer or exchange.

      


      b.           Investment
Representations. This Debenture has been issued subject to certain
investment representations of the original Holder set forth in the Purchase
Agreement and may be transferred or exchanged only in compliance with the
Purchase Agreement and applicable federal and state securities laws and
regulations.

      


      c.           Reliance on Debenture
Register. Prior to due presentment to the Company for transfer of this
Debenture, the Company and any agent of the Company may treat the Person in
whose name this Debenture is duly registered on the Debenture Register as the
owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Debenture is overdue, and neither the
Company nor any such agent shall be affected by notice to the
contrary.

      


      5.   
        Conversion.

      


      a.           Conversion Price and
Conversion Shares.  The initial Conversion Price shall be $5.00
per share as adjusted to offset the effect of stock splits, stock dividends and
pro rata distributions of property or equity interests to the Company’s
shareholders.  The number of shares of Common Stock into which this
Debenture may be converted (“Conversion Shares”) shall be determined by dividing
the aggregate principal amount by the Conversion Price in effect at the time of
such conversion.

       

      
        
          
          

        

        
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      b.           Voluntary
Conversion.  Any Holder of this Debenture has the right, at the
Holder’s option, at any time after the date hereof or to convert this Debenture,
in accordance with the provisions of Section 5(a) and 5(d), in whole or in part,
into fully paid and nonassessable shares of restricted Common Stock of the
Company.

      


      c.           Conversion Procedure.
Holder shall give notice of its decision to exercise its right to convert the
Debenture or part thereof by faxing an executed and completed notice of
conversion in the form attached (“Notice of Conversion”) to the Company via
confirmed facsimile transmission.  The Holder will not be required to
surrender the Debenture until the Debenture has been fully converted or
satisfied.  Each date on which a Notice of Conversion is faxed to the
Company in accordance with the provisions of this Section shall be deemed a
“Conversion Date”.

      


      d.           Delivery of Stock
Certificates.  As promptly as practical after the conversion,
the Company will instruct or cause the transfer agent to deliver the Company’s
Common Stock certificates representing the Conversion Shares issuable upon
conversion of the Debenture to the Holder via express courier for receipt by
such Holder within three (3) business days after receipt by the Company of the
Notice of Conversion (the “Delivery Date”).  A Debenture representing
the balance of any Debenture not so converted will be provided to the Holder, if
requested by Holder provided an original Debenture is delivered to the
Company.  To the extent that a Holder elects not to surrender a
Debenture for reissuance upon partial payment or conversion, the Holder
indemnifies the Company against any and all loss or damage attributable to a
third-party claim in an amount in excess of the actual amount then due under the
Debenture.

      


      6.     
      Adjustment of Conversion
Price.

      


      a.           Common Stock Dividends;
Common Stock Splits; Reclassification.  If the Company, at any
time while this Debenture is outstanding, (a) shall pay a stock dividend on its
Common Stock, (b) subdivide outstanding shares of Common Stock into a larger
number of shares (or combine the outstanding shares of Common Stock into a
smaller number of shares) or (c) issue by reclassification of shares of Common
Stock any shares of capital stock of the Company, then (i) the Conversion Price
shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding prior to such event and the denominator of
which shall be the number of shares of Common Stock outstanding after such event
and (ii) the number of Conversion Shares shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such
event.  Any adjustment made pursuant to this Section 6.a shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution or, in the case
of a subdivision or re-classification, shall become effective immediately after
the effective date thereof.

       

      
        
          
          

        

        
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      b.           Rights; Options; Warrants or
Other Securities.  If the Company, at any time while this
Debenture is outstanding, shall fix a record date for the issuance of rights,
options, warrants or other securities to all the holders of its Common Stock
entitling them to subscribe for or purchase, convert to, exchange for or
otherwise acquire shares of Common Stock for no consideration or at a price per
share less than the Conversion Price, the Conversion Price shall be multiplied
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issuance or sale plus the number of
shares of Common Stock which the aggregate consideration received by the Company
would purchase at the Conversion Price, and the denominator of which shall be
the number of shares of Common Stock outstanding immediately prior
to  such issuance date plus the number of additional shares of Common
Stock offered for subscription, purchase, conversion, exchange or acquisition,
as the case may be.  Such adjustment shall be made whenever such
rights, options, warrants or other securities are issued, and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights, options, warrants or other
securities.

      


      c.           Subscription
Rights.  If the Company, at any time while this Debenture is
outstanding, shall fix a record date for the distribution to holders of its
Common Stock, evidence of its indebtedness or assets or rights, options,
warrants or other security entitling them to subscribe for or purchase, convert
to, exchange for or otherwise acquire any security (excluding those referred to
in Sections 6.a. and 6.b. above), then in each such case the Conversion Price at
which this Debenture shall thereafter be exercisable shall be determined by
multiplying the Conversion Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the per-share market price on
such record date less the then fair market value at such record date of the
portion of such assets or evidence of indebtedness so distributed applicable to
one outstanding share of Common Stock as determined by the Board of Directors of
the Company in good faith, and the denominator of which shall be the Conversion
Price as of such record date; provided, however, that in the event of a
distribution exceeding 10% of the net assets of the Company, such fair market
value shall be determined by an appraiser selected in good faith by the
registered owners of a majority of the Conversion Shares then outstanding; and
provided, further, that the Company, after receipt of the determination by such
appraiser shall have the right to select in good faith an additional appraiser
meeting the same qualifications, in which case the fair market value shall be
equal to the average of the determinations by each such
appraiser.  Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.

      


      d.           Rounding.  All
calculations under this Section 6 shall be made to the nearest cent or the
nearest l/l00th of a share, as the case may be.

      


      e.           Notice of
Adjustment.  Whenever the Conversion Price is adjusted pursuant
to this Section 6, the Company shall promptly deliver to the Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.  Such notice
shall be signed by the chairman, president or chief financial officer of the
Company.

      


      f.           Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any shares so owned or held shall be
considered an issue or sale of Common Stock by the Company.

       

      
        
          
          

        

        
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      g.           Change of Control;
Compulsory Share Exchange.  In case of (A) any Change of
Control Transaction (as defined below) or  (B) any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property (each, an “Event”), lawful provision shall be made so that the
Holder shall have the right thereafter to convert this Debenture for shares of
stock and other securities, cash and property receivable upon or deemed to be
held by holders of Common Stock following such Event, and the Holder shall be
entitled upon such Event to receive such amount of shares of stock and other
securities, cash or property as the shares of the Common Stock of the Company
into which this Debenture could have been converted immediately prior to such
Event (without taking into account any limitations or restrictions on the
convertibility of this Debenture) would have been entitled; provided, however,
that in the case of a transaction specified in (A), above, in which holders of
the Company’s Common Stock receive cash, the Holder shall have the right to
convert the Debenture for such number of shares of the surviving company equal
to the amount of cash into which this Debenture is then convertible, divided by
the fair market value of the shares of the surviving company on the effective
date of such Event.  The terms of any such Event shall include such
terms so as to continue to give to the Holder the right to receive the
securities, cash or property set forth in this Section 6.g. upon any conversion
or redemption following such Event, and, in the case of an Event specified in
(A), above, the successor corporation or other entity (if other than the
Company) resulting from such reorganization, merger or consolidation, or the
person acquiring the properties and assets, or such other controlling
corporation or entity as may be appropriate, shall expressly assume the
obligation to deliver the securities or other assets which the Holder is
entitled to receive hereunder.  The provisions of this Section 6.g.
shall similarly apply to successive Events. “Change of Control Transaction”
means the occurrence of any (i) merger or consolidation of the Company with or
into another entity, unless the holders of the Company’s securities immediately
prior to such transaction or series of transactions continue to hold at least
50% of such securities following such transaction or series of transactions,
(ii) a sale, conveyance, lease, transfer or disposition of all or substantially
all of the assets of the Company in one or a series of related transactions or
(iii) the execution by the Company of an agreement to which the Company is a
party or by which it is bound, providing for any of the events set forth above
in (i) or (ii).

      


      h.           Issuances Below Conversion
Price.  If the Company, at any time while this Debenture is
outstanding:

      


      (i)           issues
or sells, or is deemed to have issued or sold, any Common Stock;

       

      (ii)         in
any manner grants, issues or sells any rights, options, warrants, options to
subscribe for or to purchase Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (other than any Excluded
Securities (as defined below)) (such rights, options or warrants being herein
called “Options” and such convertible or exchangeable stock or securities being
herein called “Convertible Securities”); or

       

      (iii)        in
any manner issues or sells any Convertible Securities;

       

      
        
          
          

        

        
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      for (a)
with respect to paragraph (i) above, a price per share, or (b) with respect to
paragraphs (ii) or (iii) above, a price per share for which Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of
such Convertible Securities is, less than the Conversion Price in effect
immediately prior to such issuance or sale, then, immediately after such
issuance, sale or grant, the Conversion Price shall be reduced to a price equal
to the price per share of the Common Stock sold or the Conversion Price or
conversion price of the Options and Convertible Securities, as
applicable.  No modification of the issuance terms shall be made upon
the actual issuance of such Common Stock upon conversion or exchange of such
Options or Convertible Securities. The number of Common Shares issuable upon
conversion of this Debenture  shall be increased to an amount equal to
the quotient of (A) the product of (x) the Conversion Price in effect
immediately prior to the adjustment multiplied by (y) the number of Common
Shares issuable upon conversion of this Debenture immediately prior to the
adjustment, divided by (B) the adjusted Conversion Price.  If there is
a change at any time in (i) the Conversion Price provided for in any Options,
(ii) the additional consideration, if any, payable upon the issuance, conversion
or exchange of any Convertible Securities or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock,
then immediately after such change the Conversion Price shall be adjusted to
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed Conversion
Price, additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold; provided that no adjustment shall
be made if such adjustment would result in an increase of the Conversion Price
then in effect.

      


      “Excluded
Securities” means (i) options to be granted pursuant to a stock option plan
approved by the Holder; (ii) shares of Common Stock issued upon conversion or
exercise of warrants, options or other securities convertible into Common Stock
which have been specifically disclosed to the Holder in the Purchase Agreement,
or (iii) shares of Common Stock or securities convertible into or exercisable
for shares of Common Stock issued or deemed to be issued by the Company in
connection with a strategic acquisition by the Company of the assets or
business, or division thereof, of another entity which acquisition has been
approved by the Holder in writing.

      


      i.           Effect on Conversion Price
of Certain Events.  For purposes of determining the adjusted
Conversion Price under Section 5.h., the following shall be
applicable:

      


      (i)           Calculation of Consideration
Received.  If any Common Stock, Options or Convertible
Securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor will be deemed to be the net amount received
by the Company therefor, without deducting any expenses paid or incurred by the
Company or any commissions or compensations paid or concessions or discounts
allowed to underwriters, dealers or others performing similar services in
connection with such issue or sale.  In case any Common Stock, Options
or Convertible Securities are issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the Company
will be the fair value of such consideration, except where such consideration
consists of securities listed or quoted on a national securities exchange or
national quotation system, in which case the amount of consideration received by
the Company will be the arithmetic average of the closing sale price of such
security for the five (5) consecutive trading days immediately preceding the
date of receipt thereof.  In case any Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving entity, the
amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be.  The fair value of any consideration other than cash or
securities will be determined jointly by the Company and the registered owners
of a majority of the Conversion Shares then outstanding.  If such
parties are unable to reach agreement within 10 days after the occurrence of an
event requiring valuation (the “Valuation Event”), the fair value of such
consideration will be determined within 48 hours of the 10th day following the
Valuation Event by an appraiser selected in good faith by the Company and agreed
upon in good faith by the registered owners of a majority of the Conversion
Shares then outstanding.  The determination of such appraiser shall be
binding upon all parties absent manifest error.

       

      
        
          
          

        

        
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      (ii)          Integrated
Transactions.  In case any Option is issued in connection with
the issue or sale of other securities of the Company, together comprising one
integrated transaction in which no specific consideration is allocated to such
Options by the parties thereto, the Options will be deemed to have been issued
for an aggregate consideration of $.001.

       

      (iii)         Record Date.  If
the Company takes a record of the holders of Common Stock for the purpose of
entitling them (a) to receive a dividend or other distribution payable in Common
Stock, Options or in Convertible Securities or (b) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date will be
deemed to be the date of the issue or sale of the shares of Common Stock deemed
to have been issued or sold upon the declaration of such dividend or the making
of such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

       

      (iv)        Other Events.  If
any event occurs that would adversely affect the rights of the Holder of this
Debenture but is not expressly provided for by this Section 6 (including,
without limitation, the granting of stock appreciation rights, phantom stock
rights or other rights with equity features), then the Company’s Board of
Directors will make an appropriate adjustment in the Conversion Price so as to
protect the rights of the Holder; provided, however, that no such adjustment
will increase the Conversion Price.

       

      j.           Notice of Certain
Events.  If:

      


      (i)           the
Company shall declare a dividend (or any other distribution) on its Common
Stock;

       

      (ii)          the
Company shall declare a special nonrecurring cash dividend on or a redemption of
its Common Stock;

       

      (iii)         the
Company shall authorize the granting to the holders of all of its Common Stock
rights or warrants to subscribe for or purchase any shares of capital stock of
any class or of any rights;

       

      
        
          
          

        

        
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      (iv)        the
approval of any stockholders of the Company shall be required in connection with
any capital reorganization, reclassification of the Company’s capital stock, any
consolidation or merger to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
property; or

       

      (v)         the
Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company;

       

      then the
Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of this Debenture, and shall cause to be delivered to the
Holder, at least 30 calendar days prior to the applicable record or effective
date hereinafter specified, a notice (provided such notice shall not include any
material non-public information) stating (a) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (b) the date on which
such reorganization, reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, transfer or share exchange; provided, however, that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such
notice.  Nothing herein shall prohibit the Holder from converting this
Debenture during the 30-day period commencing on the date of such
notice.

      


      k.           Increase in Conversion
Price.  In no event shall any provision in this Section 6 cause
the Conversion Price to be greater than the Conversion Price on the date of
issuance of this Debenture, except for a combination of the outstanding shares
of Common Stock into a smaller number of shares as referenced in Section 6.a.
above.

      


      7.      
     Security.  The
obligations of the Company hereunder and under all of the Transaction Documents
shall be secured by the security interests granted
to Holder pursuant to the Security Agreements, the Stock Pledge Agreement and
the Guarantor Documents (each as defined in the Purchase
Agreement).

      


      8.      
     Reservation of Stock
Issuable upon Conversion.  The Company covenants that it will
at all times reserve and keep available out of its authorized and unissued
shares of Common Stock solely for the purpose of issuance upon conversion of the
Debenture, as herein provided, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holders, not less than such
number of shares of the Common Stock as shall (subject to any additional
requirements of the Company as to reservation of such shares set forth in the
Purchase Agreement) be issuable (taking into account the adjustments and
restrictions herein) upon the conversion of the outstanding principal amount of
the Debenture.  The Company covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly and validly authorized,
issued and fully paid, nonassessable and, if the Registration Statement is then
effective under the Securities Act, registered for public sale in accordance
with such Registration Statement.

       

      
        
          
          

        

        
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      9.    
       Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of the Debenture shall be made without charge to the Holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder of such Debenture so
converted and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been
paid.

      


      10.           Dilution.  The
Company is aware and acknowledges that conversion of the Debenture could cause
dilution to existing shareholders and could significantly increase the
outstanding number of shares of Common Stock.  The Company warrants
that no rights have been granted to any holder of Common Stock that would
prevent dilution or enlargement of the rights held by said holder.

      


      11.           Investment
Intent.  This Debenture is given to Holder with the
understanding that Holder is acquiring this Debenture for investment purposes
and not with a view to, for resale in connection with, or with an intent of
participating directly or indirectly in any distribution within the meaning of
the Securities Act of 1933, as amended.  Holder shall not divide his
participation with others or resell, assign or otherwise dispose of all or any
part of this Debenture except as otherwise set forth in this
Debenture.

      


      12.           Approval Rights. So
long as any portion of this Debenture is outstanding, the Company will not and
will not permit any of its Subsidiaries to directly or indirectly take any of
the following actions with the prior written approval of the
Holder:

      


      a.           sale of the Company or a material portion of its assets
by merger or otherwise;

      


      b.           amend its certificate of incorporation, bylaws or other charter documents;

      


      c.           any change in the nature of the Company’s business;

      


      d.           declare
or pay any dividend or other distribution in respect of any of its equity
securities;

      


      e.           make
any acquisitions or capital expenditures in excess of $2,000,000 in any 12-month
period;

      


      f.           repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of
shares of its Common Stock or other equity securities other than as to the
Conversion Shares to the extent permitted or required under the Transaction
Documents or as otherwise permitted by the Transaction Documents or as required
under any existing documents of the Company;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      g.           enter
into any material credit facility or issuance of any material amount of
debt;

      


      h.           any
public offering of its equity or debt securities;

      


      i.           expand
the size of the Board of Directors; or

      


      j.           enter
into any agreement with respect to any of the foregoing.

      


      13.           Miscellaneous.

      


      a.           Waivers.  No
waiver of any term or condition of this Debenture shall be construed to be a
waiver of any succeeding breach of the same term or condition.  No
failure or delay of Holder to exercise any power hereunder, or to insist upon
strict compliance by Maker of any obligations hereunder, and no custom or other
practice at variance with the terms hereof shall constitute a waiver of the
right of Holder to demand exact compliance with such terms.

      


      b.           Absolute Obligation.
Except as expressly provided herein, no provision of this Debenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and liquidated damages (if any) on, this Debenture at the
time, place, and rate, and in the coin or currency, herein
prescribed.  This Debenture is a direct debt obligation of the
Company.  This Debenture ranks pari passu with all other
Debentures now or hereafter issued under the terms set forth
herein.

      


      c.           Lost or Mutilated
Debenture.  If this Debenture shall be mutilated, lost, stolen
or destroyed, the Company shall execute and deliver, in exchange and
substitution for and upon cancellation of a mutilated Debenture, or in lieu of
or in substitution for a lost, stolen or destroyed Debenture, a new Debenture
for the principal amount of this Debenture so mutilated, lost, stolen or
destroyed but only upon receipt of evidence of such loss, theft or destruction
of such Debenture, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Company.

      


      d.           Invalid
Provisions.  In the event any provision contained in this
Debenture shall, for any reason, be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Debenture, and this Debenture shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.

      


      e.           Successors.  This
Debenture shall be binding upon Maker, its legal representatives, successors and
assigns, and inure to the benefit of Holder, its legal representatives,
successors and assigns.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      f.           Controlling
Law.  This Debenture shall be read, construed and governed in
all respects in accordance with the laws of the State of Florida.

      


      g.           Notices.  All
notices or other communications given or made under this Agreement shall be in
writing and shall be personally delivered or deemed delivered the first business
day after being faxed (provided that a copy is delivered by mail by certified or
registered mail, return receipt requested) to the party to receive the same at
its address set forth below or to such other address as either party shall give
to the other by notice duly made under this Section.

       

       

      
        
          
            
              
                	
                        Company:

                      	
                        Health
      Systems Solutions Group, LLC

                      
	 
      	
                        489
      Fifth Avenue, 3rd Floor

                      
	 
      	
                        New
      York, N.Y. 10017

                      
	 
      	
                        Facsimile
      No.:  (212) 214-0348

                      
	 
      	
                        Attn:
      Chief Financial Officer

                      
	 
      	 
      
	 
      	
                        And

                      
	 
      	 
      
	 
      	
                        Health
      Systems Solutions Group, LLC

                      
	 
      	
                        489
      Fifth Avenue, 3rd Floor

                      
	 
      	
                        New
      York, N.Y. 10017

                      
	 
      	
                        Facsimile
      No.: (212) 214-0348

                      
	 
      	
                        Attn:
      General
Counsel

                      


              

            

          

        

      

      


          
Except after November 1, 2008, to those persons at:

       

      


      
        
          
            	 
      	
                    Health
      Systems Solutions Group, LLC

                  
	 
      	
                    42
      W. 39th Street, 6th Floor

                  
	 
      	
                    New
      York, N.Y. 10018

                  
	 
      	
                    Facsimile
      No.: (212) 214-0348

                  


          

        

      

      


          
With a copy to (which will not constitute notice):

       

      


      
        
          
            	 
      	
                    Olshan
      Grundman Frome Rosenzweig &

                  
	 
      	
                    Wolosky
      LLP

                  
	 
      	
                    Park
      Avenue Tower

                  
	 
      	
                    65
      East 55th Street

                  
	 
      	
                    New
      York, NY 10022-1106

                  
	 
      	
                    Facsimile
      No.: (212) 451-2222

                  
	 
      	
                    Attn:  Steve
      Wolosky

                  


          

        

      

      


      
        
          
            	
                    Holder:

                  	
                    Stanford
      International Bank Ltd.

                  
	 
      	
                    No.
      11 Pavilion Drive

                  
	 
      	
                    St.
      John’s, Antigua, West Indies

                  
	 
      	
                    Attention:
      James M. Davis, Chief Financial Officer

                  
	 
      	
                    Facsimile:
      (901) 680-5265

                  


          

        

      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      
        
          
            	
                    with
      a copy to:

                  	
                    Stanford
      Financial Group

                  
	 
      	
                    5050
      Westheimer

                  
	 
      	
                    Houston,
      TX 77056

                  
	 
      	
                    Attention:
      Mauricio Alvarado, Esq.

                  
	 
      	
                    Facsimile:
      (713) 964-5245

                  


          

        

      

      


      h.           Construction of
Terms.  Whenever the context so requires, any gender is deemed
to include any other, and the singular is deemed to include the plural, and
conversely.

      


      i.           Headings.  All
section and subsection headings in this Debenture, wherever they appear, are for
convenience only and shall not affect the construction of any terms in this
Debenture.

      


      j.           No Shareholder
Rights.  Nothing contained in this Debenture shall be construed
as conferring upon the Holder or any other person the right to vote or to
consent or to receive notice as a shareholder in respect of meetings of
shareholders for the election of directors of the Maker or any other matters or
any other rights whatsoever as a shareholder of the Maker; and no dividends or
interest shall be payable or accrued in respect to this Debenture or the
interest represented thereby or the Conversion Shares obtainable under this
Debenture until, and only to the extent that, this Debenture shall have been
converted.

      


      


      


      


      


      


      [Remainder
of Page Intentionally Left Blank]

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the undersigned has caused this Debenture to be executed by its
duly authorized officer, as of the day and year first above
written.

      


      
        	 
      	
                HEALTH
      SYSTEMS SOLUTIONS, INC.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

       

      
        
          
          

        

        
          14