Exhibit
      10.3

     

    EMPLOYMENT
      AGREEMENT 

     

    This
      Employment Agreement (“Agreement”) is made and entered into on this
      15th
      day of
      May, 2006, effective as of the date set forth in paragraph 2.1 below, and is
      by
      and between Carekeeper Solutions, Inc., a Florida corporation (the “Company”),
      and Jake A. Levy (hereinafter called the “Executive”). 

     

    R
      E C I T A L S 

     

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

     

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

     

    AGREEMENT
      

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants set forth
      herein, the parties agree as follows: 

     

    1.  Employment.

     

    1.1  Employment
      and Term.
      The
      Company hereby agrees to employ the Executive and the Executive hereby agrees
      to
      serve the Company on the terms and conditions set forth herein. 

     

    1.2  Duties
      of Executive.
      During
      the Term of Employment under this Agreement, the Executive shall serve as the
      Chief Executive Officer of the Company. The Executive shall diligently perform
      all services as may be assigned to him by the Board of Directors of the Company
      or the Board of Directors of Health Systems Solutions, Inc. (the “Board”), and
      shall exercise such power and authority as may from time to time be delegated
      to
      him by the Board. The Executive shall devote his full time and attention to
      the
      business and affairs of the Company, render such services to the best of his
      ability, and use his best efforts to promote the interests of the Company.
      The
      Executive shall render such services at the Company’s location in Atlanta,
      Georgia or at some another suitable location selected by the Company. It shall
      not be a violation of this Agreement for the Executive to (i) serve on
      corporate, civic or charitable boards or committees, (ii) deliver lectures,
      fulfill speaking engagements or teach at educational institutions, or (iii)
      manage personal investments, so long as such activities do not significantly
      interfere with the performance of the Executive’s responsibilities to the
      Company in accordance with this Agreement. 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

       
      2.  Term.

     

    2.1  Initial
      Term.
      The
      initial Term of Employment under this Agreement, and the employment of the
      Executive hereunder, shall commence on the date hereof (the “Commencement Date”)
      and shall expire on the three (3) year anniversary of the Commencement Date,
      unless sooner terminated in accordance with Section 5 hereof (the “Initial
      Term”). 

     

    2.2  Renewal
      Terms.
      At the
      end of the Initial Term, the Term of Employment automatically shall renew for
      successive one year terms (subject to earlier termination as provided in Section
      5 hereof), unless the Company or the Executive delivers written notice to the
      other at least 30 calendar days prior to the Expiration Date of its or his
      election not to renew the Term of Employment. 

     

    2.3  Term
      of Employment and Expiration Date.
      The
      period during which the Executive shall be employed by the Company pursuant
      to
      the terms of this Agreement is sometimes referred to in this Agreement as the
      “Term of Employment,” and the date on which the Term of Employment shall expire
      (including the date on which any renewal term shall expire), is sometimes
      referred to in this Agreement as the “Expiration Date.”  

     

       
      3.  Compensation.
      

     

    3.1  Base
      Salary.
      The
      Executive shall receive a base salary at the annual rate of $156,000 (the “Base
      Salary”) during the Term of Employment, with such Base Salary payable in
      installments consistent with the Company’s normal payroll schedule, subject to
      applicable withholding and other taxes. The Base Salary shall be reviewed,
      at
      least annually, for merit increases and may, by action and in the sole
      discretion of the Board, be increased at any time or from time to time.


     

    3.2  Bonuses.
      During
      the Term of Employment, the Executive shall be eligible to receive bonuses
      pursuant to any management bonus program of the Company then in effect in such
      amounts and at such times as the Board (or the Compensation Committee thereof)
      shall determine in its sole discretion pursuant to the terms of the program.
      If
      at any time during the Term of Employment the Executive is terminated without
      cause or as a result of disability of the Executive pursuant to the terms hereof
      or in the event of the death of the Executive, then the Executive (or the
      deceased Executive’s estate, as the case may be) shall be entitled to receive a
      pro-rata portion of the bonus, if any, which accrued during the applicable
      year
      in which said termination occurs. The amount of any such bonus, assuming the
      Executive’s achievement of applicable milestones, shall be based primarily upon
      the overall performance of the Company. Subject to the approval of the
      Compensation Committee, the bonus potential for the Chief Executive Officer
      position is anticipated to be an amount up to 30% of the Base Salary.
 

     

       
      4.  Expense
      Reimbursement and Other Benefits.
      

     

    4.1  Reimbursement
      of Expenses.
      Upon
      the submission of proper substantiation by the Executive, and subject to such
      rules and guidelines as the Company may from time to time adopt, the Company
      shall reimburse the Executive for all reasonable expenses actually paid or
      incurred by the Executive during the Term of Employment in the course of and
      pursuant to the business of the Company. The Executive shall account to the
      Company in writing for all expenses for which reimbursement is sought and shall
      supply to the Company copies of all relevant invoices, receipts or other
      evidence reasonably requested by the Company. This reimbursement shall cover,
      among other things, the cost of Executive’s cellular telephone use in connection
      with his Employment hereunder. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.2  Compensation/Benefit
      Programs.
      During
      the term of Employment, the Executive shall be entitled to participate in all
      medical, dental, hospitalization, accidental death and dismemberment,
      disability, travel and life insurance plans, and any and all other plans as
      are
      presently and hereinafter offered by the Company to its executives and/or key
      employees, including savings, pension, profit-sharing and deferred compensation
      plans, subject to the general eligibility and participation provisions set
      forth
      in such plans. 

     

    4.3  Working
      Facilities.
      During
      the Term of Employment, the Company shall furnish the Executive with an office,
      secretarial help and such other facilities and services suitable to his position
      and adequate for the performance of his duties hereunder. In addition, the
      Company shall provide the Executive with a laptop computer for use in connection
      with his Employment hereunder. 

     

    4.4  Stock
      Options.
      During
      the Term of Employment, the Executive shall be eligible to be granted options
      (the “Stock Options”) to purchase common stock (the “Common Stock”) of Health
      Systems Solutions, Inc. (“HSS”) under (and therefore subject to all terms and
      conditions of) HSS’s 2003 Management and Directors Incentive and Compensation
      Plan, as may be amended from time-to-time, and any successor plan thereto (the
      “Stock Option Plan”) and all rules of regulation of the Securities and Exchange
      Commission applicable to stock option plans then in effect. The number of Stock
      Options and terms and conditions of the Stock Options shall be determined by
      the
      Committee appointed pursuant to the Stock Option Plan, or by the Board, in
      its
      sole discretion and pursuant to the Stock Option Plan. HSS, subject to approval
      of the Board, shall issue to the Executive 15,000 Stock Options, vesting 1⁄4, 1⁄4,
 1⁄4,
      and
 1⁄4
per
      year commencing on the first anniversary of the Commencement Date. 

     

    4.5  Other
      Benefits.
      The
      Executive shall be entitled to five weeks Paid Annual Leave (“PAL”) each
      calendar year during the Term of Employment, to be taken at such times as the
      Executive and the Company shall mutually determine and provided that no (PAL)
      time shall interfere with the duties required to be rendered by the Executive
      hereunder. Any PAL time not taken by Executive during any calendar year may
      be
      carried over to the following year in compliance with the Paid Annual Leave
      Policy. The Executive shall receive such additional benefits, if any, as the
      Board of the Company shall from time to time determine.  

     

    5.  Termination.
      

     

    5.1   Termination
      for Cause.
      The
      Company shall at all times have the right, upon written notice to the Executive,
      to terminate the Term of Employment, for Cause. For purposes of this Agreement,
      the term “Cause” shall mean (i) an action or omission of the Executive which
      constitutes a willful and material breach of, or failure or refusal (other
      than
      by reason of his disability) to perform his duties under, this Agreement which
      is not cured within fifteen (15) calendar days after receipt by the Executive
      of
      written notice of same, (ii) fraud, embezzlement, misappropriation of funds
      or
      breach of trust in connection with his services hereunder, (iii) indictment
      or
      other formal charge by any governmental authority of a felony or any other
      crime
      which involves dishonesty or a breach of trust, or (iv) gross negligence in
      connection with the performance of the Executive’s duties hereunder, which is
      not cured within fifteen (15) calendar days after written receipt by the
      Executive of written notice of same. Any termination for Cause shall be made
      in
      writing to the Executive, which notice shall set forth in detail all acts or
      omissions upon which the Company is relying for such termination. The Executive
      (together with legal counsel of his choice) shall have the right to address
      the
      Board regarding the acts set forth in the notice of termination. Upon any
      termination pursuant to this Section 5.1, the Company shall only be obligated
      to
      pay to the Executive his Base Salary to the date of termination. The Company
      shall have no further liability hereunder (other than for reimbursement for
      reasonable business expenses incurred prior to the date of termination),
      subject, however, to the provisions of Section 4.1. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    5.2  Disability.
      The
      Company shall at all times have the right, upon written notice to the Executive,
      to terminate the Term of Employment, if the Executive shall become entitled
      to
      benefits under the Company’s group disability policy or any individual
      disability policy then in effect, or, if the Executive shall as the result
      of
      mental or physical incapacity, illness or disability, become unable to perform
      his obligations hereunder for a period of 90 days in any 12-month period. The
      Company shall have sole discretion based upon competent medical advice to
      determine whether the Executive continues to be disabled. Upon any termination
      pursuant to this Section 5.2, the Company shall (i) pay to the Executive any
      unpaid Base Salary through the effective date of termination specified in such
      notice, (ii) pay to the Executive a severance payment equal to six months of
      the
      Executive’s Base Salary at the time of the termination of the Executive’s
      employment with the Company, (iii) any bonus due under Section 3.2, above,
      and
      (iv) continue to provide the Executive with the Benefits (as defined below)
      for
      such six-month period. The Company shall have no further liability hereunder
      (other than for reimbursement for reasonable business expenses incurred prior
      to
      the date of termination, subject, however to the provisions of Section 4.1).
      

     

    5.3  Death.
      Upon
      the death of the Executive during the Term of Employment, the Company shall
      pay
      to the estate of the deceased Executive any unpaid Base Salary through the
      Executive’s date of death, any bonus due under Section 3.2, above and any
      accrued PAL. The Company shall have no further liability hereunder (other than
      for reimbursement for reasonable business expenses incurred prior to the date
      of
      the Executive’s death), subject, however to the provisions of Section 4.1.


     

    5.4  Termination
      Without Cause.
      At any
      time the Company shall have the right to terminate the Term of Employment by
      written notice to the Executive. Upon any termination pursuant to this Section
      5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5),
      the
      Company shall (i) pay to the Executive any unpaid Base Salary through the
      effective date of termination specified in such notice, (ii) continue to pay
      the
      Executive’s Base Salary for a period of twelve (12) months from notice of
      termination hereunder payable in installments consistent with the Company’s
      normal payroll schedule, subject to applicable withholding and other taxes
      (the
“Continuation Period”), (iii) continue to provide the Executive with the
      benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”)
      through the end of the Continuation Period in the manner and at such times
      as
      the Benefits otherwise would have been payable or provided to the Executive.
      In
      the event that the Company is unable to provide the Executive with any Benefits
      required hereunder by reason of the termination of the Executive’s employment
      pursuant to this Section 5.4, then the Company shall pay the Executive cash
      equal to the value of the Benefit that otherwise would have accrued for the
      Executive’s benefit under the plan, for the period during which such Benefits
      could not be provided under the plans. The Company’s good faith determination of
      the amount that would have been contributed or the value of any Benefits that
      would have accrued under any plan shall be binding and conclusive on the
      Executive. For this purpose, the Company may use as the value of any Benefit
      the
      cost to the Company of providing that Benefit to the Executive. The Company
      shall have no further liability hereunder (other than for (x) reimbursement
      for
      reasonable business expenses incurred prior to the date of termination, subject,
      however, to the provisions of Section 4.1, and (y) payment of compensation
      for
      unused vacation days that have accumulated during the calendar year in which
      such termination occurs). For all purposes under this Agreement, the failure
      by
      Company to offer to renew the Agreement following the expiration of the Initial
      Term or any Renewal Term on the same terms and conditions hereunder shall not
      be
      treated as if the Company terminated this Agreement pursuant to this Section
      5.4. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    5.5  Termination
      by Executive.
      

     

    (a)  The
      Executive shall at all times have the right, upon 30 calendar days written
      notice to the Company, to terminate the Term of Employment. 

     

    (b)  Upon
      termination of the Term of Employment pursuant to this Section 5.5, the Company
      shall pay to the Executive any unpaid Base Salary through the effective date
      of
      termination specified in such notice plus accrued PAL according to the HSS
      PAL
      policy in effect at the time. The Company shall have no further liability
      hereunder (other than for reimbursement for reasonable business expenses
      incurred prior to the date of termination, subject, however, to the provisions
      of Section 4.1). At the Company’s sole option, upon receipt of notice from the
      Executive pursuant to this Section, the Company may immediately terminate the
      Term of Employment, in which case, in addition to the covenants set forth above,
      the Company shall pay the Executive 30 days of Base Salary. For all purposes
      under this Agreement, the failure by Executive or the Company to offer to renew
      the Agreement following the expiration of the Initial Term or any Renewal Term
      on the same terms and conditions hereunder shall be treated as if the Executive
      terminated this Agreement pursuant to this Section 5.5, except that the
      Executive shall not be entitled to any Base Salary in excess of that which
      is
      due through the last day of Executive’s employment hereunder. 

     

    5.6  Change
      in Control of the Company.
      

     

    (a)  In
      the
      event that a Change in Control (as defined in paragraph (b) of this Section
      5.6)
      in the Company shall occur during the Term of Employment, the Company shall
      (i)
      pay to the Executive any unpaid Base Salary through the effective date of
      termination, (ii) continue to pay the Executive’s Base Salary for a period of 12
      months payable in installments consistent with the Company’s normal payroll
      schedule, subject to applicable withholding and other taxes. Further, upon
      the
      Change in Control, the Executive’s Stock Options shall immediately vest. The
      Company shall have no further liability hereunder (other than for (1)
      reimbursement for reasonable business expenses incurred prior to the date of
      termination, subject, however, to the provisions of Section 4.1, and (2) payment
      of compensation for unused vacation days that have accumulated during the
      calendar year in which such termination occurs). 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)  For
      purposes of this Agreement, the term “Change in Control” shall mean approval by
      the shareholders of the Company of (x) a reorganization, merger, consolidation
      or other form of corporate transaction or series of transactions, in each case,
      with respect to which persons who were the shareholders of the Company
      immediately prior to such reorganization, merger or consolidation or other
      transaction do not, immediately thereafter, own more than 50% of the combined
      voting power entitled to vote generally in the election of directors of the
      reorganized, merged or consolidated company’s then outstanding voting
      securities, in substantially the same proportions as their ownership immediately
      prior to such reorganization, merger, consolidation or other transaction, or
      (y)
      a liquidation or dissolution of the Company or (z) the sale of all or
      substantially all of the assets of the Company (unless such reorganization,
      merger, consolidation or other corporate transaction, liquidation, dissolution
      or sale is subsequently abandoned). 

     

    5.7  Resignation.
      Upon
      any notice or termination of employment pursuant to this Article 5, the
      Executive shall automatically and without further action be deemed to have
      resigned as an officer, and if he was then serving as a director of the Company,
      as a director, and if required by the Board, the Executive hereby agrees to
      immediately execute a resignation letter to the Board. 

     

    5.8  Release.
      The
      payment of any severance amount under this Article 5 is conditioned on the
      Executive executing and delivering to the Company a general release promptly
      after the effective date of termination.

     

    5.9  Survival.
      The
      provisions of this Article 5 shall survive the termination of this Agreement,
      as
      applicable.  

     

       
      6.  Restrictive
      Covenants.
      

     

    6.1  Non-competition.
      At all
      times while the Executive is employed by the Company and for a one (1) year
      period after the termination of the Executive’s employment with the Company for
      any reason, the Executive shall not, directly or indirectly, engage in or have
      any interest in any sole proprietorship, partnership, corporation or business
      or
      any other person or entity (whether as an employee, officer, director, partner,
      agent, security holder, creditor, consultant or otherwise) that directly or
      indirectly (or through any affiliated entity) engages in competition with the
      Company (based on the business in which the Company was engaged or was actively
      planning on being engaged as of the date of termination of the Employee’s
      employment and in the geographic areas in which the Company operated or was
      actively planning on operating as of date of termination of the Employee’s
      employment); provided that such provision shall not apply to the Executive’s
      ownership of common stock of the Company or the acquisition by the Executive,
      solely as an investment, of securities of any issuer that is registered under
      Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended,
      and
      that are listed or admitted for trading on any United States national securities
      exchange or that are quoted on the National Association of Securities Dealers
      Automated Quotations System, or any similar system or automated dissemination
      of
      quotations of securities prices in common use, so long as the Executive does
      not
      control, acquire a controlling interest in or become a member of a group which
      exercises direct or indirect control or, more than five percent of any class
      of
      capital stock of such corporation. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6.2  Nondisclosure.
      The
      Executive shall not at any time divulge, communicate, use to the detriment
      of
      the Company or for the benefit of any other person or persons, or misuse in
      any
      way, any Confidential Information (as hereinafter defined) pertaining to the
      business of the Company. Any Confidential Information or data now or hereafter
      acquired by the Executive with respect to the business of the Company (which
      shall include, but not be limited to, information concerning the Company’s
      financial condition, prospects, technology, customers, suppliers, sources of
      leads and methods of doing business) shall be deemed a valuable, special and
      unique asset of the Company that is received by the Executive in confidence
      and
      as a fiduciary, and Executive shall remain a fiduciary to the Company with
      respect to all of such information. For purposes of this Agreement,
“Confidential Information” means information disclosed to the Executive or known
      by the Executive as a consequence of or through his employment by the Company
      (including information conceived, originated, discovered or developed by the
      Executive) prior to or after the date hereof, and not generally known, about
      the
      Company or its business. Notwithstanding the foregoing, nothing herein shall
      be
      deemed to restrict the Executive from disclosing Confidential Information to
      the
      extent required by law. 

     

    6.3  Nonsolicitation
      of Employees and Clients.
      At all
      times while the Executive is employed by the Company and for a one (1) year
      period after the termination of the Executive’s employment with the Company for
      any reason, the Executive shall not, directly or indirectly, for himself or
      for
      any other person, firm, corporation, partnership, association or other entity
      (a) employ or attempt to employ or enter into any contractual arrangement with
      any employee or former employee of the Company, unless such employee or former
      employee has not been employed by the Company for a period in excess of six
      months, and/or (b) call on or solicit any of the actual or targeted prospective
      clients of the Company on behalf of any person or entity in connection with
      any
      business competitive with the business of the Company, nor shall the Executive
      make known the names and addresses of such clients or any information relating
      in any manner to the Company’s trade or business relationships with such
      customers, other than in connection with the performance of Executive’s duties
      under this Agreement. 

     

    6.4  Ownership
      of Developments.
      All
      copyrights, patents, trade secrets, or other intellectual property rights
      associated with any ideas, concepts, techniques, inventions, processes, or
      works
      of authorship developed or created by Executive during the course of performing
      work for the Company or its clients (collectively, the “Work Product”) shall
      belong exclusively to the Company and shall, to the extent possible, be
      considered a work made by the Executive for hire for the Company within the
      meaning of Title 17 of the United States Code. To the extent the Work Product
      may not be considered work made by the Executive for hire for the Company,
      the
      Executive agrees to assign, and automatically assign at the time of creation
      of
      the Work Product, without any requirement of further consideration, any right,
      title, or interest the Executive may have in such Work Product. Upon the request
      of the Company, the Executive shall take such further actions, including
      execution and delivery of instruments of conveyance, as may be appropriate
      to
      give full and proper effect to such assignment. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.5  Books
      and Records.
      All
      books, records, and accounts relating in any manner to the customers or clients
      of the Company, whether prepared by the Executive or otherwise coming into
      the
      Executive’s possession, shall be the exclusive property of the Company and shall
      be returned immediately to the Company on termination of the Executive’s
      employment hereunder or on the Company’s request at any time. 

     

    6.6  Definition
      of Company.
      Solely
      for purposes of this Article 6, the term “Company” also shall include HSS and
      any existing or future subsidiaries of the Company (including, without
      limitation, Carekeeper) that are operating during the time periods described
      herein and any other entities that directly or indirectly, through one or more
      intermediaries, control, are controlled by or are under common control with
      the
      Company during the periods described herein. 

     

    6.7  Acknowledgment
      by Executive.
      The
      Executive acknowledges and confirms that (a) the restrictive covenants contained
      in this Article 6 are reasonably necessary to protect the legitimate business
      interests of the Company, and (b) the restrictions contained in this Article
      6
      (including without limitation the length of the term of the provisions of this
      Article 6) are not overbroad, overlong, or unfair and are not the result of
      overreaching, duress or coercion of any kind. The Executive further acknowledges
      and confirms that his full, uninhibited and faithful observance of each of
      the
      covenants contained in this Article 6 will not cause him any undue hardship,
      financial or otherwise, and that enforcement of each of the covenants contained
      herein will not impair his ability to obtain employment commensurate with his
      abilities and on terms fully acceptable to him or otherwise to obtain income
      required for the comfortable support of him and his family and the satisfaction
      of the needs of his creditors. The Executive acknowledges and confirms that
      his
      special knowledge of the business of the Company is such as would cause the
      Company serious injury or loss if he were to use such ability and knowledge
      to
      the benefit of a competitor or were to compete with the Company in violation
      of
      the terms of this Article 6. The Executive further acknowledges that the
      restrictions contained in this Article 6 are intended to be, and shall be,
      for
      the benefit of and shall be enforceable by, the Company’s successors and
      assigns. 

     

    6.8  Reformation
      by Court.
      In the
      event that a court of competent jurisdiction shall determine that any provision
      of this Article 6 is invalid or more restrictive than permitted under the
      governing law of such jurisdiction, then only as to enforcement of this Article
      6 within the jurisdiction of such court, such provision shall be interpreted
      and
      enforced as if it provided for the maximum restriction permitted under such
      governing law. 

     

    6.9  Extension
      of Time.
      If the
      Executive shall be in violation of any provision of this Article 6, then each
      time limitation set forth in this Article 6 shall be extended for a period
      of
      time equal to the period of time during which such violation or violations
      occur. If the Company seeks injunctive relief from such violation in any court,
      then the covenants set forth in this Article 6 shall be extended for a period
      of
      time equal to the pendency of such proceeding including all appeals by the
      Executive. 

     

    6.10  Survival.
      The
      provisions of this Article 6 shall survive the termination of this Agreement,
      as
      applicable.  

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

      
      7.  Injunction.
      It is
      recognized and hereby acknowledged by the parties hereto that a breach by the
      Executive of any of the covenants contained in Article 6 of this Agreement
      will
      cause irreparable harm and damage to the Company, the monetary amount of which
      may be virtually impossible to ascertain. As a result, the Executive recognizes
      and hereby acknowledges that the Company shall be entitled to an injunction
      from
      any court of competent jurisdiction enjoining and restraining any violation
      of
      any or all of the covenants contained in Article 6 of this Agreement by the
      Executive or any of his affiliates, associates, partners or agents, either
      directly or indirectly, and that such right to injunction shall be cumulative
      and in addition to whatever other remedies the Company may possess.


     

      
      8.  Assignment.
      Neither
      party shall have the right to assign or delegate his rights or obligations
      hereunder, or any portion thereof, to any other person. 

     

       
      9.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida. 

     

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

     

       11.  Notices:
      All
      notices required or permitted to be given hereunder shall be in writing and
      shall be personally delivered by courier, sent by registered or certified mail,
      return receipt requested or sent by confirmed facsimile transmission addressed
      as set forth herein. Notices personally delivered, sent by facsimile or sent
      by
      overnight courier shall be deemed given on the date of delivery and notices
      mailed in accordance with the foregoing shall be deemed given upon the earlier
      of receipt by the addressee, as evidenced by the return receipt thereof, or
      three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if
      to
      the Company, addressed to 405 North Reo Street, Suite 300, Tampa, Florida 33609,
      Attn: Chief Executive Officer, and (ii) if to the Executive, to his address
      as
      reflected on the payroll records of the Company, or to such other address as
      either party hereto may from time to time give notice of to the other.


     

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

     

      
      13.  Severability.
      The
      invalidity of any one or more of the words, phrases, sentences, clauses or
      sections contained in this Agreement shall not affect the enforceability of
      the
      remaining portions of this Agreement or any part thereof, all of which are
      inserted conditionally on their being valid in law, and, in the event that
      any
      one or more of the words, phrases, sentences, clauses or sections contained
      in
      this Agreement shall be declared invalid, this Agreement shall be construed
      as
      if such invalid word or words, phrase or phrases, sentence or sentences, clause
      or clauses, or section or sections had not been inserted. If such invalidity
      is
      caused by length of time or size of area, or both, the otherwise invalid
      provision will be considered to be reduced to a period or area which would
      cure
      such invalidity. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

      
      15.  Damages.
      Nothing
      contained herein shall be construed to prevent the Company or the Executive
      from
      seeking and recovering from the other damages sustained by either or both of
      them as a result of its or his breach of any term or provision of this
      Agreement. In the event that either party hereto brings suit for the collection
      of any damages resulting from, or the injunction of any action constituting,
      a
      breach of any of the terms or provisions of this Agreement, then the party
      found
      to be at fault shall pay all reasonable court costs and attorneys’ fees of the
      other. 

     

      
      16.  Section
      Headings.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this Agreement.
      

     

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

     

      
      18.  Arbitration.
      Notwithstanding anything to the contrary in this Agreement, all claims or
      disputes relating in any way to the performance, interpretation, validity,
      or
      breach of this Agreement (with the exception of the provisions providing for
      injunctive relief) shall be referred to final and binding arbitration, before
      a
      neutral arbitrator mutually agreeable to the parties, under the commercial
      arbitration rules of the American Arbitration Association (the “AAA”), except as
      otherwise modified herein, held in Hillsborough County, Florida. Upon
      presentation of a demand for arbitration, the parties shall attempt to select
      a
      mutually-agreeable arbitrator within 20 days. In the event that the parties
      are
      unable to agree upon an arbitrator, the AAA shall appoint an arbitrator from
      its
      panel of commercial arbitrators. The arbitrator’s award shall be in writing and
      include findings of fact and conclusions of law. Judgment upon the award
      rendered by the arbitrators shall be final, binding and conclusive upon the
      parties and their respective administrators, executors, legal representatives,
      heirs, successors and permitted assigns. 

     

     
      The arbitrator shall have the power to award (i) monetary damages, (ii)
      injunctive relief (preliminary and permanent), and (iii) legal fees and costs
      associated with the arbitration to the prevailing party. Any party against
      whom
      the arbitrators’ award shall be issued shall not, in any manner, oppose or
      defend against any suit to confirm such award, or any enforcement proceedings
      brought against such party with respect to any judgment entered upon the award,
      and such party hereby consents to the entry of a judgment against such party,
      in
      the full amount thereof, or other relief granted therein, in any court of
      competent jurisdiction in which such enforcement is sought. The party against
      whom the arbitrator’s award is issued shall pay the arbitrator’s fees and each
      of the parties hereto hereby consent to the jurisdiction of any applicable
      court
      of general jurisdiction located in the Hillsborough County, Florida with respect
      to the entry of such judgment and each irrevocably submits to the jurisdiction
      of such courts and waives any objection it may have to either the jurisdiction
      of venue of such court.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    [Signatures
      Begin on Following Page]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


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

     

    
      	COMPANY:	 	 	 
	 	 	 	 
	Carekeeper
              Solutions,
              Inc.	 	 	 
	 	 	 	 
	/s/ B. M. Milvain	 	 	
            
	
              
By:
              B. M. Milvain	 	 	
            


    

     

    
      
        	EXECUTIVE:	 	 	 
	 	 	 	 
	/s/ Jake A. Levy	 	 	
              
	
                
By:
                Jake A. Levy	 	 	
              


      

       

    

    JOINDER
      AND ACCEPTANCE

    


    The
      undersigned covenants that it shall be bound by the terms and conditions
      contained in Section 4.4 of this Agreement.

    


    The
      undersigned have executed this Joinder and Acceptance as of the date first
      above
      written.

     

      	 	 	 
	 	Health
              Systems Solutions, Inc.
	 
 	 
 	 
 
	 	By:  	/s/
              B. M. Milvain
	 	
              
B.
              M. Milvain


    

     

    
      
        
        

      

      
        12