ex103to8ka07358_10132008.htm


    Exhibit 10.3

     

    
      NEITHER
THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS
OF ANY STATE.  THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE ACT AND SUCH LAWS.  THIS LEGEND SHALL BE
ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT.

      


      THIS
WARRANT 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 WARRANT AND THE WARRANT STOCK
ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT.

      


      


      Warrant
No. DB-__

      


      WARRANT

      For
the Purchase of Common Stock of

      HEALTH
SYSTEMS SOLUTIONS, INC.

      a
Nevada corporation

      


      VOID
AFTER 5:00 P.M., EASTERN STANDARD TIME, ON ____________, 2015.

      


      


      
        	
                _________
      Shares

              	
                October
      ____, 2008

              


      

      


      


      FOR VALUE RECEIVED, HEALTH SYSTEMS
SOLUTIONS, INC., a Nevada corporation (the “Company”), hereby
certifies that __________________________________ (the “Holder”) is
entitled, subject to the provisions of this Warrant, to purchase from the
Company up to ___________ shares of common stock (the “Common
Shares”), par
value $0.001 per share (“Common
Stock”), of the
Company at an exercise price per Common Share equal to [$4.00] [$2.00] [$.001]
per Common Share (the “Exercise
Price”), during
the period commencing October ___, 2008 and expiring at 5:00 P.M., Eastern
Standard time, on the seventh anniversary hereof.

      


      The
number of Common Shares to be received upon the exercise of this Warrant may be
adjusted from time to time as hereinafter set forth.  The Common
Shares deliverable upon such exercise, or the entitlement thereto upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as “Warrant
Stock.”  The
Warrants issued on the same date hereof bearing the same terms and conditions as
this Warrant shall be collectively referred to as the “Warrants”.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      The
Holder agrees with the Company that this Warrant is issued, and all the rights
hereunder shall be held subject to, all of the conditions, limitations and
provisions set forth herein.

      


      
        	
                 
      

              	
                1.

              	
                EXERCISE
      OF WARRANT

              


      

       

      (a)           By Payment of
Cash.  This Warrant may be exercised by its presentation and
surrender to the Company at its principal office (or such office or agency of
the Company as it may designate in writing to the Holder hereof), commencing on
___________, 2008 (“Date
of Issuance”) and
expiring at 5:00 P.M., Eastern Standard time, on the seventh anniversary of the
Date of Issuance, with the Warrant Exercise Form attached hereto duly executed
and accompanied by payment (either in cash or by certified or official bank
check or by wire transfer, payable to the order of the Company) of the Exercise
Price for the number of shares specified in such Form.

       

      The
Company agrees that the Holder hereof shall be deemed the record owner of such
Common Shares as of the close of business on the date on which this Warrant
shall have been presented and payment made for such Common Shares as aforesaid
whether or not the Company or its transfer agent is open for
business.  Certificates for the Common Shares so purchased shall be
delivered to the Holder hereof within a reasonable time, not exceeding 15 days,
after the rights represented by this Warrant shall have been so
exercised.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder hereof to purchase the
balance of the shares purchasable hereunder as soon as reasonably
possible.

      


      (b)           Cashless
Exercise.  In lieu of the payment method set forth in Section
1(a) above, the Holder may elect to exchange all or some of this Warrant for the
Common Shares equal to the value of the amount of this Warrant being exchanged
on the date of exchange.  If the Holder elects to exchange this
Warrant as provided in this Section 1(b), the Holder shall tender to the Company
this Warrant for the amount being exchanged, along with written notice of the
Holder’s election to exchange some or all of this Warrant, and the Company shall
issue to the Holder the number of Common Shares computed using the following
formula:

       

       

      
        
          
            
              	
                      X  =
       Y
      (A-B)  

                    
	 
      	
                             
      A

                    


            

          

        

        


        
          
            
              	 
      	
                      Where:

                    	
                      X
      =

                    	
                      The
      number of Common Shares to be issued to the Holder.

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      Y
      =

                    	
                      The
      number of Common Shares purchasable under the amount of this Warrant being
      exchanged (as adjusted to the date of such
calculation).

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      A
      =

                    	
                      The
      Market Price of one Common Share.

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      B
      =

                    	
                      The
      Exercise Price (as adjusted to the date of such
    calculation).

                    


            

          

        

      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      The
Warrant exchange shall take place on the date specified in the notice or if the
date the notice is received by the Company is later than the date specified in
the notice, on the date the notice is received by the Company.

      


      As used
herein in the phrase “Market
Price” at any
date shall be deemed to be the last reported sale price or the closing price of
the Common Stock on any exchange (including the National Association of
Securities Dealers Automated Quotation System (“Nasdaq”)) on
which the Common Stock is listed or the closing price as quoted on the OTC
Bulletin Board, whichever is applicable, or, in the case no such reported sale
takes place on such day, the average of the last reported sales prices or
quotations for the last five trading days, in either case as officially reported
or quoted by the principal securities exchange or the OTC Bulletin Board, and if
the Common Stock is not listed or quoted as determined in good faith by
resolution of the Board of Directors of the Company, based on the best
information available to it.

      


      (c)           “Easy Sale”
Exercise.  In lieu of the payment method set forth in Section
1(a) above, when permitted by law and applicable regulations (including rules of
Nasdaq and the Financial Industry Regulatory Authority, successor to the
National Association of Securities Dealers (“FINRA”)), the
Holder may pay the aggregate Exercise Price (the “Exercise
Amount”) through
a “same day sale” commitment from the Holder (and if applicable a broker-dealer
that is a member of FINRA (a “FINRA
Dealer”)),
whereby the Holder irrevocably elects to exercise this Warrant and to sell a
portion of the shares so purchased to pay the Exercise Amount and the Holder
(or, if applicable, the FINRA Dealer) commits upon sale (or, in the case of the
FINRA Dealer, upon receipt) of such shares to forward the Exercise Amount
directly to the Company.

       

      2.           COVENANTS
BY THE COMPANY

       

      The
Company covenants and agrees as follows:

       

      (a)           Reservation of
Shares.  During the period within which the rights represented
by this Warrant may be exercised, the Company shall, at all times, reserve and
keep available out of its authorized capital stock, solely for the purposes of
issuance upon exercise of this Warrant, such number of its Common Shares as
shall be issuable upon the exercise of this Warrant.  If at any time
the number of authorized Common Shares shall not be sufficient to effect the
exercise of this Warrant, the Company will take such corporate action as may be
necessary to increase its authorized but unissued Common Shares to such number
of shares as shall be sufficient for such purpose.  The Company shall
have analogous obligations with respect to any other securities or property
issuable upon exercise of this Warrant.

       

      (b)           Valid Issuance,
etc.  All Common Shares which may be issued upon exercise of
the rights represented by this Warrant included herein will be, upon payment
thereof, validly issued, fully paid, non-assessable and free from all taxes,
liens and charges with respect to the issuance thereof.

       

      (c)           Taxes.  All original
issue taxes payable in respect of the issuance of Common Shares upon the
exercise of the rights represented by this Warrant shall be borne by the
Company, but in no event shall the Company be responsible or liable for income
taxes or transfer taxes upon the issuance or transfer of this Warrant or the
Warrant Stock.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)           Fractional
Shares.  The Company shall not be required to issue
certificates representing fractions of Common Shares.  In lieu of any
fractional interests, the Company shall make a cash payment equal to the
Exercise Price multiplied by such fraction.

       

      3.           EXCHANGE
OR ASSIGNMENT OF WARRANT

       

      This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company for other Warrants of different
denominations, entitling the Holder to purchase in the aggregate the same number
of Common Shares purchasable hereunder.  Subject to the provisions of
this Warrant and the receipt by the Company of any required representations and
agreements, upon surrender of this Warrant to the Company with the Warrant
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without additional charge, execute and deliver
a new Warrant in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be canceled.  In the event of a
partial assignment of this Warrant, the new Warrants issued to the assignee and
the Holder shall make reference to the aggregate number of shares of Warrant
Stock issuable upon exercise of this Warrant.

       

      4.           RIGHTS
OF THE HOLDER

       

      The
Holder shall not, by virtue hereof, be entitled to any voting or other rights of
a stockholder of the Company, either at law or in equity, and the rights of the
Holder are limited to those expressed in this Warrant.

       

      5.           ADJUSTMENT
OF EXERCISE PRICE

       

      (a)           Common Stock Dividends; Common Stock
Splits; Reclassification.  If the Company, at any time while
this Warrant 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 Exercise 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
shares of the Warrant Stock 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 5.1 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.

       

      (b)           Rights; Options; Warrants or Other
Securities.  If the Company, at any time while this Warrant 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 Exercise Price, the Exercise 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 Exercise 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (c)           Subscription
Rights.  If the Company, at any time while this Warrant 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 5(a) and 5(b) above), then in each such case the Exercise Price at
which this Warrant shall thereafter be exercisable shall be determined by
multiplying the Exercise 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 in
good faith, and the denominator of which shall be the Exercise 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 Warrant Stock 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 5 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 Exercise Price is adjusted pursuant
to this Section 5, the Company shall promptly deliver to the Holder a notice
setting forth the Exercise 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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (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 exercise this Warrant 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 Warrant could have
been exercised immediately prior to such Event (without taking into account any
limitations or restrictions on the exercisability of this Warrant) 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 exercise the Warrant for such number of shares of
the surviving company equal to the amount of cash into which this Warrant is
then exercisable, 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
5(g) upon any exercise 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 5(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 Exercise
Price.  If the Company, at any time while this Warrant 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;

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      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 Exercise Price in effect
immediately prior to such issuance or sale, then, immediately after such
issuance, sale or grant, the Exercise Price shall be reduced to a price equal to
the price per share of the Common Stock sold or the exercise 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 exercise of this
Warrant  shall be increased to an amount equal to the quotient of (A)
the product of (x) the Exercise Price in effect immediately prior to the
adjustment multiplied by (y) the number of Common Shares issuable upon exercise
of this Warrant immediately prior to the adjustment, divided by (B) the adjusted
Exercise Price.  If there is a change at any time in (i) the exercise
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 Exercise
Price shall be adjusted to Exercise Price which would have been in effect at
such time had such Options or Convertible Securities still outstanding provided
for such changed exercise 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 Exercise Price then in effect.

      


      “Excluded
Securities” means (i) options to be granted pursuant to a stock option
plan approved by Stanford International Bank Ltd. (“Stanford”); (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 Stanford in the Convertible Secured Debenture Purchase Agreement
dated as of October 12, 2008 between the Company and Stanford, 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 Stanford in
writing.

      


      (i)           Effect on Exercise Price of Certain
Events.  For purposes of determining the adjusted Exercise
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 Warrant Stock 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 Warrant Stock then outstanding.  The determination of such
appraiser shall be binding upon all parties absent manifest error.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (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
Warrant but is not expressly provided for by this Section 5 (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 Exercise Price so as to protect the rights
of the Holder; provided, however, that no such adjustment will increase the
Exercise 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;

       

      (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

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (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 exercise of this Warrant, 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 exercising this
Warrant during the 30-day period commencing on the date of such
notice.

      


      (k)           Increase in Exercise
Price.  In no event shall any provision in this Section 5 cause
the Exercise Price to be greater than the Exercise Price on the date of issuance
of this Warrant, except for a combination of the outstanding shares of Common
Stock into a smaller number of shares as referenced in Section 5(a)
above.

       

      6.           RESTRICTIONS
ON EXERCISE

       

      (a)           Investment
Intent.  Unless, prior to the exercise of the Warrant, the
issuance of the Warrant Stock has been registered with the Securities and
Exchange Commission pursuant to the Act, the Warrant Exercise Form shall be
accompanied by a representation of the Holder to the Company to the effect that
such shares are being acquired for investment and not with a view to the
distribution thereof, and such other representations and documentation as may be
required by the Company, unless in the opinion of counsel to the Company such
representations or other documentation are not necessary to comply with the
Act.

       

      7.           RESTRICTIONS
ON TRANSFER

       

      (a)           Transfer to Comply with the
Securities Act of 1933.  Neither this Warrant nor any Warrant
Stock may be sold, assigned, transferred or otherwise disposed of except as
follows:  (1) to a person who, in the opinion of counsel satisfactory
to the Company, is a person to whom this Warrant or the Warrant Stock may
legally be transferred without registration and without the delivery of a
current prospectus under the Act with respect thereto and then only against
receipt of an agreement of such person to comply with the provisions of this
Section 7 with respect to any resale, assignment, transfer or other disposition
of such securities; (2) to any person upon delivery of a prospectus then meeting
the requirements of the Act relating to such securities and the offering thereof
for such sale, assignment, transfer or disposition; or (3) to any “affiliate”
(as such term is used in Rule 144 promulgated pursuant to the Act) of the
Holder.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (b)           Legend.  Subject to
the terms hereof, upon exercise of this Warrant and the issuance of the Warrant
Stock, all certificates representing such Warrant Stock shall bear on the face
or reverse thereof substantially the following legend:

       

      “The
securities which are represented by this certificate have not been registered
under the Securities Act of 1933, and may not be sold, transferred, hypothecated
or otherwise disposed of until a registration statement with respect thereto is
declared effective under such act, or the Company receives an opinion of counsel
for the Company that an exemption from the registration requirements of such act
is available.”

      


      8.           LOST,
STOLEN OR DESTROYED WARRANTS

       

      In the
event that the Holder notifies the Company that this Warrant has been lost,
stolen or destroyed and provides (a) a letter, in form reasonably satisfactory
to the Company, to the effect that it will indemnify the Company from any loss
incurred by it in connection therewith, and/or (b) an indemnity bond in such
amount as is reasonably required by the Company, the Company having the option
of electing either (a) or (b) or both, the Company may, in its sole discretion,
accept such letter and/or indemnity bond in lieu of the surrender of this
Warrant as required by Section 1 hereof.

       

      9.           SUBSEQUENT
HOLDERS

       

      Every
Holder hereof, by accepting the same, agrees with any subsequent Holder hereof
and with the Company that this Warrant and all rights hereunder are issued and
shall be held subject to all of the terms, conditions, limitations and
provisions set forth in this Warrant, and further agrees that the Company and
its transfer agent, if any, may deem and treat the registered holder of this
Warrant as the absolute owner hereof for all purposes and shall not be affected
by any notice to the contrary.

       

      10.         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
the other party at the following address, or at such other addresses as a party
may designate by five days advance written notice to the other party
hereto.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
         

        
          
            
              
                
                  
                    
                      	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

                            
	 	 
	with a copy
      to:   	
                              Carlton
      Fields P.A.

                              4000
      International Place

                              100
      SE 2nd Street

                              Miami,
      FL 33131

                              Attention:
      Seth P. Joseph

                              Facsimile:
      305-530-0055

                            
	 	 
	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

                            


                    

                  

                

              

            

          

        

         

      

       

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        
 

      

      11.         
GOVERNING
LAW; JURISDICTION

       

      This
Warrant 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 Warrant may be brought against any
party in the federal courts of Florida or the state courts of the State of
Florida, 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.

       

      


      (Signature
on the following page)

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed on its behalf, in its corporate
name, by its duly authorized officer, all as of the day and year first above
written.

       

      
        
          
            	
                    HEALTH
      SYSTEMS SOLUTIONS, INC.

                  
	 
      
	 
      
	 
      
	
                    By:

                  	 
      
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

      


                                                 

      
        
          
          

        

        
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