Exhibit
      10.1

    


    STOCK
      PURCHASE AGREEMENT

    


    This
      STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of May 15, 2006, by and
      among HEALTH SYSTEMS SOLUTIONS, INC., a corporation organized and existing
      under
      the laws of the State of Nevada (“HSS”), CAREKEEPER SOLUTIONS, INC., a
      corporation organized and existing under the laws of the State of Florida (the
      “Buyer” or “Carekeeper”), and the shareholders (the “Sellers”) of Carekeeper
      Software, Inc., a corporation organized and existing under the laws of the
      State
      of Georgia (the “Company”).

     

    WITNESSETH:

     

    WHEREAS,
      the Sellers are the record and beneficial owners of all of the outstanding
      capital stock of the Company; and

     

    WHEREAS,
      the Buyer is a wholly-owned subsidiary of HSS; and 

     

    WHEREAS,
      the Sellers desire to sell to the Buyer all of the outstanding capital stock
      of
      the Company (the “Sale”) and the Buyer desires to purchase from the Sellers at
      the Closing all of the then outstanding capital stock of the Company, upon
      the
      terms and subject to the conditions set forth in this Agreement;
      and

     

    WHEREAS,
      the Sellers and the Boards of Directors of HSS and the Buyer have each approved
      the Sale, the terms of this Agreement and the transactions contemplated
      hereby.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the parties, intending legally to be bound, agree as
      follows:

     

    AGREEMENT

     

    1.  Purchase
      and Sale

     

    1.1  General.
      At the
      Closing, and subject to the terms and conditions of this Agreement, the Sellers
      agree to sell, assign, convey and deliver to the Buyer, and the Buyer agrees
      to
      purchase, acquire and accept from the Sellers, all of the outstanding shares
      of
      capital stock of the Company as set forth in Annex I hereto (the
“Shares”).

     

    1.2  Delivery
      of the Shares.
      At the
      Closing, and subject to the terms and conditions of this Agreement, the Sellers
      shall deliver to the Buyer certificates representing all of the Shares, duly
      endorsed in blank for transfer or accompanied by stock powers duly executed,
      with all necessary stock transfer stamps attached thereto and canceled, and
      such
      other instruments as shall reasonably be required to transfer to the Buyer
      all
      right, title and interest in and to the Shares, free and clear of any
      Encumbrances. All such certificates, stock powers and instruments shall be
      in
      form and substance reasonably satisfactory to the Buyer. 


    
      
        
        

      

      
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    1.3  Consideration.
      On the
      terms and subject to the conditions set forth in this Agreement, at the Closing
      the Buyer shall acquire the Shares from the Sellers for the following aggregate
      consideration (the “Consideration”):

     

    (a)  Buyer
      or
      HSS shall provide to the Company an operating line of credit in an amount of
      up
      to $1,500,000 (the “Line of Credit”). Amounts under the Line of Credit shall be
      made available in the form of draw downs at such times and in such amounts
      as
      shall be pre-approved by HSS in its sole and absolute discretion. The Line
      of
      Credit shall be used solely for the following purposes:

     

    (i)  Payment
      of the Company’s accounts payable in accordance with the payment schedule
      attached hereto as Schedule 1.3; 

     

    (ii)  Payment
      of the amounts due to the Sellers as listed Schedule 1.3; and

     

    (iii)  Payment
      of operating expenses of the Company, in accordance with an annual budget
      jointly prepared by Buyer and the Company’s management (as may be amended from
      time to time) pre-approved by HSS; 

     

    (b)  the
      Earnout amount described in Section 1.4, below; and

     

    (c)  The
      Contingent Payment described in Section 1.5 below.

     

    1.4  Earnout.
      The
      Sellers shall be entitled to receive the following amounts (the
“Earnout”):

     

    (a)  For
      the
      period from the Closing Date through December 31, 2006 (“Period 1”), an amount
      equal to the product of 0.15 times the annual gross revenue generated by the
      operations of and the related cash collected by the Company from all sales
      of
      the Company’s products and services (the “Operating Revenue”);

     

    (b)  For
      the
      period from January 1, 2007 through December 31, 2007 (“Period 2”), an amount
      equal to the product of 0.10 times the annual Operating Revenue;
      and

     

    (c)  For
      the
      period from January 1, 2008 through December 31, 2008 (“Period 3”), an amount
      equal to the product of 0.05 times the annual Operating Revenue. 

     

    (d)  Upon
      the
      closing of a Change of Control event occurring during the times set forth below,
      Buyer shall pay to Sellers the Earnout amount set forth below (provided that
      Buyer shall be responsible for the payment set forth in this subsection (d)
      only
      if the third party (if any) involved in the Change of Control event does not
      assume the Buyer’s obligations under this Agreement):


    
      
        
        

      

      
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              Dates
                during which Change of Control Event Occurs

            	
               

            	
              Earnout
                Amount

            
	
               

            	
               

            	
               

            
	
              Period
                1 - Closing Date through 12/31/2006 

            	
               

            	
              The
                sum of (x) 15% of the Period 1 Operating Revenues shown on the Company’s
                Pro Forma Statements attached at Schedule 1.5 (the “Pro Forma Operating
                Revenue”), plus (y) 5% of the Period 2 Pro Forma Operating Revenue, plus
                (z) 2.5% of the Period 3 Pro Forma Operating Revenue 

            
	
               

            	
               

            	
               

            
	
              Period
                2 - 01/01/2007 through 12/31/2007

            	
               

            	
              The
                sum of (x) 5% of the Period 2 Pro Forma Operating Revenue, plus (y)
                2.5%
                of the Period 3 Pro Forma Operating Revenue

            
	
               

            	
               

            	
               

            
	
              Period
                3 - 01/01/2008 through 12/31/2008

            	
               

            	
              2.5%
                of the Period 3 Pro Forma Operating
                Revenue

            


    

     

    These
      additional payments shall be payable to the Sellers on an annual basis and
      in
      each case within 45 days after the close of the calendar year. Such amounts
      will
      be
      allocated among the Sellers in accordance with their pro rata share
      ownership
      of the
      Company. All calculations to be made in connection with these additional
payments
      shall be
      determined by the independent certified public accountants of the Buyer (such
      determination to be final and binding on the parties hereto) using the same
      revenue, income and expense recognition policies and practices as have been
      historically used by the Buyer prior to the date hereof.

     

    Contingent
      Payment.
      

     

    (e)  As
      additional Consideration, the Sellers shall be entitled to receive a contingent
      payment (the “Contingent Payment”) consisting of common stock (the “Common
      Stock”) of HSS in accordance with this Section 1.5. The Contingent Payment, if
      any, shall be payable annually over a period of three years. In no event shall
      the Contingent Payment, in the aggregate, exceed 400,000 shares of Common Stock
      (the “Contingent Payment Cap”). Upon reaching the Contingent Payment Cap, all
      further obligations of Buyer and HSS to pay the Contingent Payment will
      terminate. The initial Contingent Payment shall be based on the period beginning
      on the Closing Date and ending December 31, 2006 (“Initial Period”). The
      Contingent Payment shall have as its baseline relationship (x) the issuance
      of
      100,000 shares of Common Stock (the “Base Payment”) and (y) the Company’s
      achieving at least 95% of the Operating Revenue projected from its operations in
      each of the Initial Period and the calendar years 2007 and 2008 (collectively,
      the “Calculation Periods”) as specified on the pro forma operating statement
      attached hereto as Schedule
      1.5
      (the
“Period Income Goal”). Thus, if the Company meets its Period Income Goal exactly
      in any Calculation Period, HSS will issue 100,000 shares of Common Stock to
      the
      Sellers pursuant to the terms of this Section 1.5. If the Company’s Operating
      Revenue in any Calculation Period is greater than the applicable Period Income
      Goal, then the number of shares of Common Stock issued to the Sellers shall
      be
      the sum of (x) the Base Payment, plus (y) the product of (a) the percentage
      of
      Operating Revenue in excess of 95% of the applicable projected Operating Revenue
      times (b) the Base Payment. If the Company’s Operating Revenue in any
      Calculation Period is less than the applicable Period Income Goal, then the
      number of shares of Common Stock issued to the Sellers shall be the difference
      of (x) the Base Payment, less (y) the product of (a) the percentage of Operating
      Revenue below 95% of the applicable projected period Operating Revenue times
      (b)
      the Based Payment. 


    
      
        
        

      

      
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    (f)  By
      way of
      example, if the actual Operating Revenue of the Company in the Initial Period
      is
      100% of the projected Operating Revenue for the Initial Period, then the initial
      Contingent Payment will be 100,000 shares plus
      (5% of
      100,000) or 105,000 shares. If the actual Operating Revenue of the Company
      in
      the Initial Period is 90% of the projected Operating Revenue for the Initial
      Period, then the initial Contingent Payment will be 100,000 shares minus
      (5% of
      100,000) or 95,000 shares. 

     

    (g)  Upon
      a
      Change of Control event occurring during the times set forth below, Sellers
      shall receive the aggregate number of shares of Common Stock as set forth below
      (provided that Buyer shall be responsible for the issuance set forth in this
      subsection (c) only if the third party (if any) involved in the Change of
      Control event does not assume the Buyer’s obligations under this Agreement):


     

    
      	
              Dates
                during which Change of Control Event Occurs 

            	
               

            	
              Shares
                of Common Stock

            
	
               

            	
               

            	
               

            
	
              Closing
                through 12/31/2006 

            	
               

            	
              200,000
                Shares

            
	
               

            	
               

            	
               

            
	
              01/01/2007
                through 12/31/2007

            	
               

            	
              100,000
                Shares

            
	
               

            	
               

            	
               

            
	
              01/01/2008
                through 12/31/2008

            	
               

            	
              50,000
                Shares

            


    

    


    (h)  HSS
      shall
      issue any shares due Sellers under this Section 1.5 on an annual basis and
      within 45 days after the close of the applicable calendar year (a “Stock
      Distribution”). At each Stock Distribution, HSS shall instruct its securities
      transfer agent to issue and allocate shares of Common Stock in the names of
      the
      Sellers in accordance
      with the Seller’s pro rata share ownership
      of the
      Company as of the date of Closing. HSS shall notify each Seller of the number
      of
      shares issued to such Person and the date of issuance. HSS shall further
      instruct the Escrow Agent in writing to segregate and account separately for
      the
      shares of Common Stock issued to each Seller in a Stock Distribution, with
      a
      copy of such instruction sent to the applicable Seller. 

     

    (i)  All
      shares of Common Stock issued in a Stock Distribution shall be subject to a
      3-year lock-up period ending on the third anniversary of the first Stock
      Distribution made pursuant to this Section 1.5. The form of the lock-up
      agreement is attached hereto as Exhibit
      A
      (the
“Lock Up Agreement”), and the shares issued in a Stock Distribution shall be
      held in escrow pursuant to the terms and conditions of an escrow agreement,
      the
      form of which is attached hereto as Exhibit
      B
      (the
“Escrow Agreement”). During the term of the lock-up period, HSS agrees to adjust
      the number of shares issued to each Seller consistent with any stock dividend,
      reverse dividend splits, calls or redemptions effected as to any share of Common
      Stock and to instruct the Escrow Agent in writing of such adjustment, and
      provide a copy of such instruction to the applicable Seller. HSS agrees, and
      the
      Lock Up agreement and Escrow Agreement shall recognize, that Seller has the
      right during the lock-up period (i) to receive directly any dividend or other
      cash payments made by HSS in respect of the Common Stock issued in the Seller’s
      name and (ii) to vote any shares of Common Stock issued in its name.



    
      
        
        

      

      
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    (j)  All
      calculations to be made in connection with the Contingent Payment shall be
      determined by the independent certified public accountants of the Buyer (such
      determination to be final and binding on the parties hereto) using the same
      revenue, income and expense recognition policies and practices as have been
      historically used by the Buyer prior to the date hereof.

     

    1.5  Resignations.
      Prior
      to or at the Closing, the Sellers will, upon the request of the Buyer, obtain
      the removal or resignation, effective as of the Closing, of each of the
      directors and officers of the Company. 

     

    1.6  Closing
      and Closing Date.
      

     

    (a)  The
      closing (the “Closing”) of the transactions herein contemplated shall occur
      simultaneously with the execution of this Agreement (such time and date being
      referred to herein as the “Closing Date”), at the offices of Adorno & Yoss
      LLP, Suite 400, 2525 Ponce de Leon Boulevard, Miami, Florida 33134, or at such
      other time and place as the Sellers and the Buyer shall agree. 

     

    (b)  At
      the
      Closing, the Sellers shall deliver, or caused to be delivered, to the Buyer
      the
      following items:

     

    (i)  certificates
      representing all of the Shares, duly endorsed in blank for transfer or
      accompanied by stock powers duly executed, with all necessary stock transfer
      stamps attached thereto and canceled;

     

    (ii)  duly
      executed Lock Up Agreement in the form of Exhibit A attached
      hereto;

     

    (iii)  duly
      executed Escrow Agreement in the form of Exhibit B attached hereto;

     

    (iv)  duly
      executed employment agreement between
      the Buyer and Jake Levy, in form and substance satisfactory to the parties;
      and

     

    (v)  duly
      executed employment agreement between
      the Buyer and Dorothy Levy, in form and substance satisfactory to the
      parties.

     

    (c)  At
      the
      Closing, the Buyer shall deliver, or caused to be delivered, to the Sellers
      the
      following items:


    
      
        
        

      

      
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    (i)  certificate
      of the secretary of the Buyer, dated the Closing Date, (A) as to the incumbency
      and signatures of the officers or representatives of Buyer executing this
      Agreement and each of the agreements and any other certificate or other document
      to be delivered pursuant hereto or thereto, together with evidence of the
      incumbency of such Secretary, and (B) certifying attached resolutions of the
      Board of Directors of the Buyer, which authorize and approve the execution
      and
      delivery of this Agreement and each of the agreements to which Buyer is a party
      and the consummation of the transactions contemplated hereby and
      thereby;

     

    (ii)  certificate
      of the secretary of HSS, dated the Closing Date, (A) as to the incumbency and
      signatures of the officers or representatives of HSS executing this Agreement
      and each of the agreements and any other certificate or other document to be
      delivered pursuant hereto or thereto, together with evidence of the incumbency
      of such Secretary, and (B) certifying attached resolutions of the Board of
      Directors of the HSS, which authorize and approve the execution and delivery
      of
      this Agreement and each of the agreements to which HSS is a party and the
      consummation of the transactions contemplated hereby and thereby;

     

    (iii)  duly
      executed Lock Up Agreement in the form of Exhibit
      A
      attached
      hereto; 

     

    (iv)  duly
      executed Escrow Agreement in the form of Exhibit
      B
      attached
      hereto; 

     

    (v)  duly
      executed employment agreement between
      the Buyer and Jake Levy, in form and substance satisfactory to the parties;
      and

     

    (vi)  duly
      executed employment agreement between
      the Buyer and Dorothy Levy, in form and substance satisfactory to the
      parties.

     

    (d)  At
      the
      Closing, each of the parties hereto shall take, or cause to be taken, all such
      actions and deliver, or cause to be delivered, all such other documents,
      instruments, certificates and other items as may be required under this
      Agreement or otherwise, in order to perform or fulfill all covenants and
      agreements on its part to be performed at or prior to the Closing
      Date.

     

    1.7  Taking
      of Necessary Action; Further Action; Cooperation.
      

     

    (a)  Each
      of
      the parties shall use its respective reasonable best efforts to take all such
      action as may be necessary or appropriate in order to effectuate the Closing
      as
      promptly as possible. If, on or at any time after the Closing Date, any further
      reasonable action is necessary or desirable to carry out the purposes of this
      Agreement and to vest the Buyer with full right, title and possession to all
      of
      the Shares, the Sellers shall take, in the name of the Sellers or otherwise,
      all
      such lawful and necessary action.

     

    (b)  The
      Sellers and the Buyer shall generally cooperate with each other and their
      respective officers, employees, attorneys, accountants and other agents and
      do
      such other acts and things in good faith as may be reasonable, necessary or
      appropriate to timely effectuate the intent and purposes of this Agreement
      and
      the consummation of the Sale. In
      connection with these efforts, each of the parties hereto shall use its
      commercially reasonable efforts to (i) take, or cause to be taken, all
      appropriate action, and do, or cause to be done, all things necessary, proper
      or
      advisable under any Law or otherwise to consummate and make effective the
      transactions contemplated by this Agreement; (ii) obtain any third party
      consents, licenses, permits, waivers, approvals, authorizations or orders
      required to be obtained or made in connection with the authorization, execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby; and (iii) make all filings and give any notice, and
      thereafter make any other submissions either required or reasonably deemed
      appropriate by each of the parties, with respect to this Agreement and the
      transactions contemplated hereby required under any Law, including applicable
      securities and antitrust Laws.


    
      
        
        

      

      
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    2.  Representations
      and Warranties of the Sellers.

     

    In
      order
      to induce the Buyer to enter into this Agreement and purchase the Shares, each
      of the Sellers, severally but not jointly, makes the following representations
      and warranties to the Buyer, which representations and warranties shall be
      true
      and correct as of the date hereof:

     

    2.1  Disclosure
      Schedules; Due Diligence Information; Access.
      

     

    (a)  The
      Sellers have delivered to the Buyer the Disclosure Schedule, which includes
      the
      numbered schedules specifically referred to in this Article 2 (the “Disclosure
      Schedule”). The information contained in the Disclosure Schedule is complete and
      accurate, and all documents that are attached to or form a part of the
      Disclosure Schedule are complete and accurate copies of the genuine original
      documents they purport to represent. References to Schedules in this Agreement
      shall be to Schedules included in the Disclosure Schedule. 

    


    (b)  All
      of
      the documents, financial statements, reports, compilations, management and
      statistical reports and other information provided by the Sellers to the Buyer
      in response to Buyer’s due diligence investigation of the business and the
      assets of the Company are true, correct and complete. 

    


    (c)  The
      Sellers have given the
      Buyer
      and its representatives reasonable access to the Company’s employees (including
      appropriate experts and other knowledgeable personnel), attorneys, accountants,
      agents, independent contractors, properties, books and records, contracts,
      Permits and other documents of or relating to the Company or its business and
      have furnished the Buyer and its representatives with such information
      concerning the Company as the Buyer has reasonably requested, and including
      access to employees for purposes of enrolling such employees in Buyer’s employee
      benefit plans, and to the officers and key managers of the Company, to the
      extent that such access does not materially interfere with the conduct of the
      business of the Company.

    


    2.2  Organization.
      The
      Company is a corporation validly existing under the laws of the State of Georgia
      and has all requisite power and authority to own, lease and operate its
      properties and assets and to conduct its business as it is now being conducted.
      The copies of the Company’s articles of incorporation, bylaws or other
      organizational documents which have been delivered to the Buyer are true,
      accurate and complete. The
      Company does not have any subsidiaries and does not own or have any right to
      acquire any equity interest in any other Person. The Company does not presently
      own or control, directly or indirectly, any interest in any other corporation,
      association, or other business entity. The Company is not a participant in
      any
      joint venture or similar arrangement.


    
      
        
        

      

      
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    2.3  Binding
      Agreement.
      The
      Sellers have all requisite power and authority to enter into this Agreement,
      to
      execute and deliver this Agreement, to carry out its obligations hereunder
      and
      to consummate the transactions contemplated hereby. This Agreement has been
      duly
      executed and delivered on behalf of the Sellers and, assuming the due
      authorization, execution and delivery by the Buyer and HSS, constitutes a legal,
      valid and binding obligation of the Sellers enforceable in accordance with
      its
      terms, except to the extent or limited by applicable bankruptcy, receivership,
      insolvency, reorganization, moratorium, fraudulent transfer or other similar
      laws and general principles of equity.. As of the Closing Date, each of the
      agreements, instruments and other documents to be delivered hereunder to the
      Buyer at the Closing will have been duly and validly executed and delivered
      by
      the Sellers and will be enforceable against the Sellers in accordance with
      its
      terms, subject to the qualifications set forth in the preceding
      sentence.

     

    2.4  Absence
      of Violations; Required Consents.
      

     

    (a)  The
      execution, delivery and performance by the Sellers of this Agreement and the
      consummation of the transactions contemplated hereby do not and will not (a)
      violate or result in the breach or default of any provision of the Company’s
      articles of incorporation, bylaws or other governance documents of the Company,
      (b) violate any Law or Governmental Order applicable to the Company or the
      Sellers or any of their respective properties or assets, (c) except for the
      Required Consents, require any consent, approval, authorization or other order
      of, action by, registration or filing with or declaration or notification to
      any
      Governmental Authority or any other Person or (d) result in any violation or
      breach of, constitute a default (or event which with the giving of notice,
      or
      lapse of time or both, would become a default) under, require any consent under,
      or give to others any rights of notice, termination, amendment, acceleration,
      suspension, revocation or cancellation of, or result in the creation of any
      Encumbrance on the assets of the Company, or result in the imposition or
      acceleration of any payment, time of payment, vesting or increase in the amount
      of compensation or benefit payable, pursuant to, any note, bond, mortgage or
      indenture, contract, agreement, lease, sublease, license or permit, or franchise
      to which the Company is a party or by which its assets are bound. 

     

    (b)  The
      Company has obtained all of the Required Consents. Except as set forth on
      Schedule 2.4(b), the Company does not need to give any notice to, make any
      filing with or obtain any authorization, consent or approval of any Governmental
      Authority in order for the parties to consummate the transactions contemplated
      by this Agreement. A true and complete list of all third party
      (including, without limitation, lenders, lessors, licensees, licensors,
      distributors and vendors) consents, licenses, permits, waivers, approvals,
      authorizations or orders obtained or made in connection with the authorization,
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby and the continuation in force of any rights,
      licenses, permits, authorizations, agreements, instruments or documents of
      the
      Company is set forth on Schedule 2.4(b) attached hereto. 


    
      
        
        

      

      
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    (c)  Neither
      any statute, rule, regulation, order, stipulation, decree, judgment, or
      injunction has been enacted, promulgated, entered, or enforced nor any other
      action has been taken by any Government Entity (i) which prohibits the
      consummation of the transactions contemplated by this Agreement; (ii) which
      prohibits Buyer’s ownership or operation of all or any material portion of the
      business or the assets of the Company, or which compels the Buyer to dispose
      of
      or hold separately all or any portion of the assets of the Company as a result
      of the transaction contemplated herein; (iii) which makes the purchase of,
      or
      payment for, some or all of the assets of the Company illegal; (iv) which
      imposes material limitations on the ability of the Buyer to acquire or hold
      or
      to exercise effectively all rights of ownership of the assets of the Company;
      or
      (v) which imposes any limitations on the ability of the Buyer effectively to
      control in any material respect the business or operations of the Company.
      

     

    2.5  Capitalization;
      Ownership of Stock.

     

    (a)  The
      authorized capital stock of the Company consists of: (i) 4,750,000 shares of
      Class A non-voting common stock, $1.00 par value, of which 878,512.5 shares
      are
      issued and outstanding; and (ii) 250,000 shares of Class B voting common stock,
      $1.00 par value, of which 46,237.5 shares are issued and outstanding. There
      are
      no other authorized classes or series of capital stock or other equity
      securities of the Company. All of the shares of common stock of the Company,
      including the Shares were validly issued, are fully paid and nonassessable,
      and
      were not issued in violation of any preemptive or similar rights of any
      shareholder. Sellers’ pro rata Share ownership is set forth on Annex I. There
      are no outstanding agreements or contracts that require Sellers to sell any
      shares of common stock of the Company, including the Shares, or that require
      the
      Company to issue or sell any shares of capital stock of the Company, including
      the Shares or any securities convertible into shares of capital stock of the
      Company, including the Shares. The Shares represent 100% of the outstanding
      capital stock of the Company. 

     

    (b)  The
      Sellers are the record and beneficial owner of all of the issued and outstanding
      shares of capital stock of the Company free and clear of any and all
      Encumbrances.

     

    (c)  Other
      than this Agreement and the shares of capital stock identified in Annex I
      hereto, there are no outstanding options, warrants or other rights of any kind
      relating to the sale, issuance or voting of any shares of capital stock or
      other
      ownership interests in the Company or any securities convertible into or
      evidencing the right to purchase any shares of capital stock or other ownership
      interests in the Company. As of the date hereof, all employee stock options
      have
      been cancelled. The Company has no outstanding stock appreciation rights or
      phantom stock plans, nor has it reserved any shares of capital stock for
      issuance upon exercise or conversion of any rights, options or warrants to
      subscribe for or to purchase its capital stock or any stock or securities
      convertible into or exchangeable for its capital stock. The Company is not
      subject to any obligation (contingent or otherwise) to repurchase or otherwise
      acquire or retire any shares of its capital stock or any warrants, options
      or
      other rights to acquire its capital stock.

     

    (d)  Upon
      the
      consummation of the Sale at the Closing as contemplated by this Agreement,
      the
      Sellers will deliver to the Buyer good title to the Shares free and clear of
      any
      and all Encumbrances.

     

    
      
        
        

      

      
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    (e)  The
      Company owns no shares of capital stock or other ownership interests in any
      other Person or any options, warrants or other securities, or other rights
      of
      any kind, convertible into or evidencing the right to purchase any shares of
      capital stock or other ownership interests in any other Person. There are no
      statutory stockholders preemptive rights or similar contractual rights to which
      the Company or any of the Sellers are subject or rights of refusal to which
      the
      Company or any of the Sellers are subject with respect to the issuance or sale
      of capital stock of the Company. The Company has not violated any applicable
      federal or state securities laws in any material respect in connection with
      the
      offer, sale or issuance of any of its capital stock, and the sale of the Shares
      hereunder do not require registration under the Securities Act. There are no
      agreements to which either the Company or any of the Sellers is a party with
      respect to the voting or transfer of the Company’s capital stock that will
      continue in effect after the Closing. 

     

    2.6  Entire
      Business.
      The
      Sellers’ ownership of the business of the Company is evidenced solely by the
      Shares and the sale, assignment, conveyance and delivery of the Shares to the
      Buyer pursuant to this Agreement will transfer all of the Sellers’ and their
      Affiliates’ ownership interests comprising such business.

     

    2.7  Financial
      Information.

     

    (a)  The
      Sellers have delivered to Buyer the balance sheets of the Company as at December
      31, 2005 (the “December 31, 2005 Balance Sheet”), December 31, 2004 and December
      31, 2003, together with the statements of operations, owners equity and cash
      flows for the three years ended December 31, 2005, together with the notes
      thereto (the “Financial Statements”). 

     

    (b)  Each
      of
      the balance sheets referred to above (including the related notes and schedules)
      fairly presents in all material respects the financial position of the Company,
      as of its date and each of the statements of operations, owner’s equity and cash
      flows (including any related notes and schedules) fairly presents in all
      material respects the results of operations, net income and cash flows of the
      Company for the periods set forth therein, in each case in accordance with
      GAAP
      consistently applied during the periods involved, except as may be noted
      therein. 

     

    (c)  The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management’s general or specific authorization, and (iv)
      the recorded accountability for assets is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Financial Statements are in agreement with the books and
      records regularly maintained by the Company.

     

    2.8  Absence
      of Certain Changes.
      Except
      as set forth in Schedule 2.8 and in the unaudited balance sheet of the Company
      as at March 31, 2006 (“Interim Balance Sheet”) and related unaudited statement
      of operations, owner’s equity and cash flows for the period months then ended
      (the “Interim Financial Statements”) previously delivered to the Buyer, since
      December 31, 2005 to the date of this Agreement there has not been any change
      in
      the revenue, working capital, gross margins, financial condition or results
      of
      operations or cash flows of the business of the Company or in the condition
      of
      the assets of the Company and its business has not suffered any damage,
      destruction, condemnation, taking or casualty loss, in each case which has
      had
      or which could reasonably be expected to have a Material Adverse Effect. The
      liabilities of the Company do not exceed the amounts thereof set forth on the
      Interim Balance Sheet.

     

    
      
        
        

      

      
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    2.9  No
      Undisclosed Liabilities.
      Except
      as set forth on Schedule 2.9, there are no liabilities associated with the
      business or the assets of the Company (whether accrued, absolute, contingent
      or
      otherwise), except for (i) liabilities of the business of the Company set forth
      or reserved against or disclosed in the December 31, 2005 Balance Sheet or
      the
      notes thereto, (ii) liabilities disclosed in this Agreement or the Disclosure
      Schedules hereto or the other agreements contemplated by this Agreement, and
      (iii) liabilities incurred in the ordinary course of business since the date
      of
      the December 31, 2005 Balance Sheet and set forth in Schedule 2.9.

     

    2.10  Business
      Conduct.
      The
      Sellers nor any of their respective officers, directors, employees or agents,
      nor Persons acting under the authority of any of the foregoing (i) have made,
      or
      have been charged by any governmental authority with making, directly or
      indirectly, any domestic or foreign payments for bribes or kickbacks
      (governmental or commercial) or unlawful political contributions or other
      questionable or illegal payments with respect to the business of the Company
      or
      to secure favorable treatment for its business or (ii) have maintained or
      permitted to exist any use of “off the books” bookkeeping, secret accounts,
      unrecorded bank accounts, “slush” funds, falsified books, or any other device
      that could have been or could be utilized to distort records or reports of
      the
      true operating results and financial condition of the business of the
      Company

     

    2.11  Title
      to Assets; Related Matters.
      (i) The
      Company has good, valid and marketable title (as measured in the context of
      their current uses) to, or, in the case of leased or subleased assets or other
      possessory interests, valid and subsisting leasehold or other possessory
      interests (as measured in the context of their current uses) in all of the
      assets of the Company in order to conduct its business, free and clear of all
      Encumbrances, (ii) the assets of the Company constitute all the assets and
      rights necessary for the operation of the business of the Company as currently
      conducted, (iii) the Equipment is in good operating condition and repair and
      maintained in accordance with industry practices taking into account the age
      thereof, (iv) there are no assets, properties or rights necessary to conduct
      the
      business of the Company as the same was conducted immediately prior to the
      date
      hereof that are owned by any Person other than the Company which assets,
      properties or rights are not to be leased or licensed to Buyer under valid,
      current lease or license arrangements and (v) there are no contractual or legal
      restrictions to which the Company is a party or by which the Equipment is
      otherwise bound that preclude or restrict the Seller’s ability to use the
      Equipment for the purposes for which it is currently being used. The Company
      enjoys peaceful and undisturbed possession of all Equipment. The Equipment
      and
      other tangible assets owned or used by the Company have no known material
      defects. None of the assets of the Company is subject to any commitment or
      other
      arrangement for its sale or use by any Sellers, their Affiliates or third
      parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired
      thereafter are valued on the books of the Company at or below the actual cost
      less an adequate and proper depreciation charge. The Company has not depreciated
      any of its assets on an accelerated basis (or in any other manner) inconsistent
      with applicable requirements of the Code.


    
      
        
        

      

      
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    2.12  Absence
      of Certain Changes, Events and Conditions.
      Since
      December 31, 2005, except as otherwise provided in or contemplated by this
      Agreement, the Company has not:

     

    (a)  other
      than in the ordinary course of business consistent with past practice, sold,
      transferred, leased, subleased, licensed, encumbered or otherwise disposed
      of
      any of its assets, other than the sale of obsolete Equipment;

     

    (b)  permitted
      any of its assets to be subjected to any Encumbrance, except for the security
      interest granted by the Company in favor of HSS pursuant to that certain
      Security Agreement, dated as of April 27, 2006;

     

    (c)  made
      any
      changes, including changes to collection practices, to be made in the operations
      of the Seller;

     

    (d)  made
      any
      commitments for the Company to make capital expenditures in excess of $10,000
      individually or in the aggregate;

     

    (e)  made
      any
      amendment of the articles of incorporation or bylaws of the
      Company;

     

    (f)  permitted
      any new agreement, contract, commitment or arrangement, or amendments or
      modifications to any existing such agreement, contract, commitment or
      arrangement, to be entered into with any Affiliate of the Company or any third
      parties that is material to the Company or that will continue in effect after
      the Closing Date and not be terminable by the Company on not more than 30 days’
written notice without payment of premium or penalty;

     

    (g)  entered
      into any new Material Contract or any amendments or modifications to any
      existing such Material Contract;

     

    (h)  borrowed
      any amount or incurred or become subject to any liabilities, except trade
      payables incurred in the ordinary course of business and liabilities under
      contracts entered into in
      the
      ordinary course of business (excluding any capital lease
      obligations);

     

    (i)  discharged
      or satisfied any material Encumbrance or paid any material obligation or
      liability, other than in the ordinary course of business; 

     

    (j)  declared
      or made any payment or distribution of cash or other property to its
      stockholders with respect to its capital stock or other equity securities or
      purchased or redeemed any shares of its capital stock or other equity securities
      (including, without limitation, any warrants, options or other rights to acquire
      its capital stock or other equity securities);

     

    (k)  sold,
      assigned or transferred any material Intellectual Property Rights or disclosed
      any proprietary confidential information to any Person;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (l)  granted
      any increase, or announced any increase, in the wages, salaries, compensation,
      bonuses, incentives, pension or other benefits payable to any of the officers,
      employees, independent contractors or agents, including, without limitation,
      any
      increase or change pursuant to any Employee Benefit Plan, or established,
      increased or accelerated the payment or vesting of any benefits under any
      Employee Benefit Plan with respect to officers or employees;

     

    (m)  made
      any
      material change in any method of accounting or accounting practice or policy,
      including, without limitation, material changes in assumptions underlying or
      methods of calculating bad debt, contingency or other reserves, or notes or
      accounts receivable write-offs, or in corporate allocation methodology, in
      each
      case other than changes required by Law or under GAAP;

     

    (n)  suffered
      any casualty loss or damage with respect to any assets, whether or not covered
      by insurance;

     

    (o)  incurred
      or guarantied any indebtedness for borrowed money other than indebtedness repaid
      prior to the Closing;

     

    (p)  except
      as
      otherwise provided in Schedule 2.12(p), deferred the payment of any accounts
      payable;

     

    (q)  made
      any
      loans, advances or capital contributions to, or investments in, any other
      Person, other than in the ordinary course of business; 

     

    (r)  merged
      or
      consolidated with, or acquired any equity or all or substantially all of the
      assets of, any other Person;

     

    (s)  experienced
      any material adverse change in the condition, financial or otherwise, business,
      prospects, assets or rights of the Company;

     

    (t)  conducted
      its business outside of the ordinary and usual course consistent with past
      practice;

     

    (u)  made
      any
      change in the stock ownership of the Company or any interest in the Company
      to
      be granted or assigned;

     

    (v)  incurred
      any Indebtedness in excess of a net amount of $5,000 to be created, incurred,
      assumed or guaranteed by the Company that cannot be prepaid or terminated
      without payment of premium or penalty, except for borrowings under existing
      credit agreements (or replacements therefor on substantially the same terms)
      or
      the creation of trade payables;

     

    (w)  compromised,
      settled, granted any waiver or release relating to, or otherwise adjusted any
      Action, Indebtedness or any other claims or rights; or

     

    (x)  entered
      into any agreement, contract, commitment or arrangement to do any of the
      foregoing.

     

    
      
        
        

      

      
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    2.13  Litigation.
      

     

    (a)  Except
      as
      set forth on Schedule 2.13, as of the date hereof: (i) there are no Actions
      against the Company pending, or, to the Knowledge of the Sellers, threatened
      to
      be brought against the Company or its business, (ii) the Company is not subject
      to any Governmental Order (nor, to the Knowledge of the Sellers, are there
      any
      such Governmental Orders threatened to be imposed by any Governmental
      Authority), in each case with respect to the Company or its business; and (iii)
      there is no Action pending, or, to the Knowledge of the Sellers, threatened
      to
      be brought that seeks to question, delay or prevent the consummation of the
      transactions contemplated hereby. As of the date hereof, no preliminary or
      permanent injunction or other order issued by any United States federal or
      state
      Governmental Authority, nor any Law promulgated or enacted by any United States
      federal or state Governmental Authority, that restrains, enjoins or otherwise
      prohibits the transactions contemplated hereby or limits the ability in any
      respect of the rights of the Company to hold its assets and conduct its present,
      planned or prospective business, or imposes civil or criminal penalties on
      any
      stockholder, director or officer of the Buyer if such transactions are
      consummated, is in effect

     

    (b)  Schedule
      2.13 lists the following for the period from January 1, 2004 to the present
      (and, in the case of clause (z), any other matter referred to therein which
      is
      currently in effect): (x) all fines (civil and criminal), penalties imposed
      by
      any governmental agency or authority (other than short or long-term disability
      or medical claims), (y) actions, administrative or arbitration proceedings
      requiring a payment by the Company in excess of $10,000 (other than short or
      long-term disability claims) and (z) any final order, writ, judgment,
      injunction, decree, determination or other award of any court or any
      governmental agency which are related to the business or the assets of the
      Company. 

     

    2.14  Insurance.
      The
      Company has all insurance that is prudent for the conduct of its business,
      and
      (i) all insurance policies to which the Company is a party or under which the
      Company is covered as an additional named insured or otherwise (or replacement
      policies therefor) are in full force and effect, and the Company has paid all
      premiums due and are not in default, (ii) all insurance policies are sufficient
      for compliance by the Company with all applicable requirements of Law and all
      agreements to which the Company is a party or subject, in each case with respect
      to the business of the Company, (iii) no notice of cancellation or non-renewal
      with respect to, or disallowance of any claim under, any such policy has been
      received by the Company, and (iv) the Company has not been refused insurance,
      nor has coverage been previously canceled or materially limited, by an insurer
      to which the Company has applied for such insurance, or with which the Company
      has held insurance, within the last three years.

     

    2.15  Material
      Contracts.

     

    (a)  Schedule
      2.15 sets forth all Material Contracts as of the date hereof. 

     

    (b)  Each
      Material Contract is intended to be binding upon the parties thereto and is
      legal, valid and binding on the parties thereto, enforceable in accordance
      with
      the terms thereof, except to the extent or limited by applicable bankruptcy,
      receivership, insolvency, reorganization, moratorium, fraudulent transfer or
      other similar laws and general principles of equity.

     

    
      
        
        

      

      
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    (c)  The
      Company has performed its obligations under each such Material Contract and
      the
      Company is not in default under any such Material Contract and no condition
      exists nor event has occurred which with the passage of time or the giving
      of
      notice or both would result in a material default, material breach or event
      of
      material noncompliance by the Company under any such Material Contract.


     

    (d)  The
      Company does not have any present expectation or intention of not fully
      performing all its material obligations under each such Material
      Contract.

     

    (e)  To
      the
      Knowledge of the Sellers, no other party to any of the Material Contracts has
      breached or is in default thereunder. 

     

    (f)  The
      Sellers have delivered true, correct and complete copies of each Material
      Contract and all amendments thereto and documentation or correspondence
      modifying the terms thereof to the Buyer. 

     

    (g)  No
      customer which is a party to a Material Contract is entitled to any retroactive
      pricing, refund, rebate, price adjustment or other financial settlement for
      charges in excess of $5,000 relating to the sales by the business of the
      Company.

     

    (h)  The
      sale
      of the Shares hereunder will not result in a default under or the termination
      of
      any Material Contract.

     

    (i)  Except
      as
      set forth on Schedule 2.15, there are no contracts for the sale of goods or
      services by the Company as to which at the time of the most recent scheduled
      contract milestone for any such Contract the work scheduled was more than sixty
      (60) days late.

     

    (j)  Except
      as
      set forth on Schedule 2.15, there are no contracts, options or bids for the
      sale
      of goods or services by the Company which include a liquidated damages clause
      for late delivery.

     

    2.16  Accounts
      Receivable.
      All of
      the accounts receivable of the Company reflected on the Interim Balance Sheet
      are collectible, actual and bona fide receivables representing obligations
      for
      the total dollar amount thereof shown on its books, subject to no defenses
      or
      counterclaims. No reserves for bad debt in excess of the amounts thereof as
      of
      the date of the Interim Balance Sheet are required by GAAP. The allowance for
      doubtful accounts set forth in the Interim Balance Sheet is adequate in
      accordance with GAAP. The revenue in respect of the sales that gave rise to
      such
      receivables have been properly invoiced to customers and properly recognized
      in
      accordance with GAAP. The Sellers have no Knowledge of any facts or
      circumstances generally (other than general economic conditions) which would
      result in any material increase in the uncollectability of such receivables
      as a
      class in excess of the reserves therefore set forth in the Financial Statements.
      Schedule 2.16 hereto accurately lists as of the date hereof, all receivables
      arising out of or relating to the business of the Company, the amount owing,
      and
      the aging of such receivable, the name and last known address of the party
      from
      whom such receivable is owing, and any security in favor of the Company for
      the
      repayment of such receivable which the Company purports to have. Since the
      date
      of Interim Balance Sheet, the Company has collected its receivables and payments
      under all Material Contracts in accordance with past business practices and
      has
      not negotiated for or accepted advance payments nor accelerated the collection
      of any such receivables or payments.


    
      
        
        

      

      
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    2.17  Inventory.
      All of
      the Company’s inventories are of good, usable and merchantable quality in all
      material respects and do not include obsolete or discontinued items. All
      inventories that are finished goods are saleable as current inventories at
      the
      current prices thereof in the ordinary course of business; and are recorded
      in
      the books of the Company at the lower of cost or market value. No write-down
      in
      inventory has been made or should have been made in the past two years, except
      as set forth on Schedule 2.17 hereto.

     

    2.18  Permits
      and Licenses; Compliance with Law.

     

    (a)  The
      Company currently holds all foreign, federal, state and local permits, licenses,
      authorizations, certificates, exemptions and approvals of Governmental
      Authorities or other Persons including, without limitation, Environmental
      Permits, necessary to conduct the businesses in which it is engaged and to
      own
      and use the facilities and properties owned and used by it (collectively,
“Permits”). Each such Permit is valid and in good standing with the issuer of
      the Permit and not subject to any proceedings for suspension, modification
      or
      revocation. Without limiting the generality of the foregoing: (i) the Company
      has not received any written notice from any Governmental Authority revoking,
      canceling, rescinding, materially modifying or refusing to renew any Permit
      and
      (ii) the Company is in material compliance with the requirements of all Permits.
      All such Permits held by the Company are assignable to the Buyer, and no
      governmental approvals are required for such assignment, except in each case
      as
      set forth on Schedule 2.18. The sale of the Shares hereunder will not result
      in
      a default under or the termination of any such Permit.

     

    (b)  (i)
      The
      Company is in material compliance with all Laws and Governmental Orders
      applicable to the Company and (ii) the Company has not been charged at any
      time
      with a violation of any Law or any Governmental Order relating to the conduct
      of
      the business of the Company.

     

    (c)  The
      Company has
      not
      received any written notice that
      the
      Company is
      in
      violation in
      any
      respect of
      any
      zoning regulation, building restriction, restrictive covenant, ordinance or
      other Law relating to any Real Property that the Company owns. The
      Real
      Property is not the subject of any condemnation action and there is no proposal
      under consideration by any Governmental Authority or entity to condemn
      the
Real
      Property.

     

    2.19  Environmental
      Matters.
      To
      Sellers’ Knowledge, (i) Hazardous Materials have not been Released on any Real
      Property except in compliance with applicable Law; (ii) there have been no
      events related to the Company or the Real Property that could give rise to
      liability under any Environmental Law; (iii) the Company is now, and has for
      the
      past three years been, in compliance with all applicable Environmental Laws
      and
      there are no extant conditions that could constitute a material impediment
      to
      such compliance in the future; (iv) the Company has disposed of all wastes
      containing Hazardous Materials in compliance with all applicable Environmental
      Laws (including the filing of any required reports with respect thereto) and
      Environmental Permits; (v) there are no pending or threatened Environmental
      Claims against the Company relating to the Real Property or the operations
      of
      the business of the Company; (vi) there is no environmental remediation or
      other
      environmental response occurring on any Real Property (including any easements,
      rights-of-way or other possessory interests in the real property of others)
      nor
      has the Company issued a request for proposal or otherwise requested an
      environmental contractor to begin plans for any such environmental remediation
      or other environmental response; and (vii) the Company has not received any
      notice, or has Knowledge of any circumstances related to liability, under CERCLA
      or any analogous state law.


    
      
        
        

      

      
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    2.20  Employee
      Benefit Matters.
      The
      Company has delivered true, accurate and complete copies of all Employee Benefit
      Plans applicable to any director, officer, employee, independent contractor
      or
      agent of the Company. All such Employee Benefit Plans are in compliance with
      the
      terms of the applicable plan and the requirements prescribed by applicable
      law
      currently in effect with respect thereto, and the Company has performed in
      all
      material respects all obligations required to be performed by it thereunder.
      The
      Company has no Union Employees. The Company has not incurred and, to Sellers’
Knowledge, no event, transaction or condition has occurred or exists which
      could
      result in the occurrence of, any liability to the Pension Benefit Guaranty
      Corporation or any “withdrawal liability” within the meaning of Section 4201 of
      ERISA, or any other liability pursuant to Title I or IV of ERISA or the penalty,
      excise tax or joint and several liability provisions of the Code relating to
      employee benefit plans, in any such case relating to any Employee Benefit Plan
      or any pension plan maintained by any company that would be treated as a single
      employer with the Company under Section 4001 of ERISA or Section 414 of the
      Code
      (an “ERISA Affiliate”). The Company does not have in effect an Employee Benefit
      Plan intended to be “qualified” within the meaning of Section 401(a) of the
      Code. The consummation of the transactions contemplated by this Agreement will
      not (i) entitle any current or former employee or officer of the Company or
      any
      ERISA Affiliate to severance pay, unemployment compensation or other payment,
      or
      (ii) accelerate the time of payment or vesting, or increase the amount of
      compensation due any such employee or officer. There are no pending, or, to
      the
      Knowledge of the Sellers, threatened or anticipated claims by or on behalf
      of
      any Employee Benefit Plan, by any employee or beneficiary covered under any
      such
      plan, or otherwise involving any such plan (other than routine claims for
      benefits). The Company does not contribute in any multiemployer plan (within
      the
      meaning of Section 3(37) of ERISA) for the benefit of any of its directors,
      officers, employees, independent contractors or agents. All contributions that
      are due on or before the Closing Date to any Employee Benefit Plans, including
      without limitation salary reduction contributions and matching contributions,
      will have been contributed as of the Closing Date (to the extent such accrual
      is
      required under GAAP). The Company shall not adopt, amend or modify any Employee
      Benefit Plans or otherwise increase the salary or benefits of any of the
      directors, officers, employees, independent contractors or agents of the Company
      prior to the Closing Date. Except as set forth in Schedule 2.20, neither the
      execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will (x) result in any payment becoming due
      to
      any employee (current, former or retired) of the Company under an Employee
      Benefit Plan, (y) increase any benefits otherwise payable under any Employee
      Benefit Plan or (z) result in the acceleration of the time of payment or vesting
      of any such benefits. 

     

    2.21  Customers
      and Suppliers.
      

     

    (a)  Schedule
      2.21 contains a list of (i) all customers and suppliers of the Company which
      have contracts (including oral contracts and purchase orders) with the Company
      involving purchases or sales in an amount in excess of $5,000 per annum and
      (ii)
      sole source suppliers to the Company with contracts with the
      Company.

     

    
      
        
        

      

      
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    (b)  Neither
      the Company nor any of the Sellers has received any notice or has any reason
      to
      believe that any customer of the Company (i) has ceased, or will cease, to
      use
      its products or goods, (ii) has substantially reduced or will substantially
      reduce, the use of products or goods of the Company or (iii) has sought, or
      is
      seeking, to reduce the price it will pay for products or goods of the Company,
      including in each case after the consummation of the transactions contemplated
      hereby. No customer of the Company described in clause (a) above has otherwise
      threatened to take any action described in the preceding sentence as a result
      of
      the consummation of the transactions contemplated by this
      Agreement.

     

    (c)  Neither
      the Company nor any of the Sellers has received any notice or has any reason
      to
      believe that there has been any material adverse change in the price of such
      raw
      materials, supplies, merchandise or other goods or services, or that any such
      supplier will not sell raw materials, supplies, merchandise and other goods
      to
      the Buyer at any time after the Closing Date on terms and conditions similar
      to
      those used in its current sales to the Company, subject to general and customary
      price increases. No supplier of the Company described in clause (a) above has
      otherwise threatened to take any action described in the preceding sentence
      as a
      result of the consummation of the transactions contemplated by this
      Agreement.

     

    2.22  Labor
      Relations.
      

     

    (a)  There
      are
      no labor organizations recognized as representing any of the directors,
      officers, employees, independent contractors or agents of the Company and (i)
      the Company is not party to any collective bargaining agreement or other labor
      union contract, (ii) there are no strikes, slowdowns, picketing, lockouts or
      work stoppages pending or threatened between the Company and any of its
      employees, and the Company has not experienced any such strike, slowdown, or
      work stoppage within the past two years, (iii) there are no unfair labor
      practice complaints or employee disputes pending against the Company before
      the
      National Labor Relations Board or any other Governmental Authority or any
      current union representation questions involving employees of the Company,
      and
      (iv) the Company is in material compliance in all respects with its obligations
      under all Laws and Governmental Orders governing its employment practices,
      including, without limitation, provisions relating to wages, hours and equal
      opportunity. The Company is in material compliance with all Laws, and all orders
      of any court, governmental agency or arbitrator, relating to employment,
      including all such Laws relating to wages, hours, collective bargaining,
      discrimination, civil rights, occupational safety and health, affirmative action
      and the payment of withholding and/or Social Security and similar taxes, except
      where such non-compliance could not reasonably be expected to have a Material
      Adverse Effect.

     

    (b)  Except
      for the employment agreements contemplated hereby, each of the Sellers
acknowledges
      and agrees that (i) Buyer shall have no obligation to employ any employee of
      the
      Company and (ii) that the terms and conditions of any such employment shall
      be
      determined by the Buyer in its sole and absolute discretion.

     

    
      
        
        

      

      
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    2.23  Employee
      Accruals.
      The
      Company does not carry accrued vacation time of any employees from one calendar
      year to the next and employees forfeit vacation time accrued in any calendar
      year to the extent they do not use it. There were, and at the date hereof there
      are and on the Closing Date there will be, no unpaid bonuses, profit sharing,
      incentives, commissions or other compensation of any kind with respect to work
      done prior to December 31, 2005 due to present or former employees of the
      Company. 

     

    2.24  Intellectual
      Property Rights.
       

     

    (a)  All
      Intellectual Property Rights held by the Company are valid and subsisting and
      provide the Company with the right to exclude all others from the use thereof.
      The Company is not, or as a result of the execution and delivery of this
      Agreement or the performance by the Company of their obligations hereunder
      will
      be, in material violation of any software license, sublicense or other agreement
      respecting intellectual property applicable to it, or give any party the right
      to require the Company to pay any amount or enter into any restrictions in
      order
      to continue the use of the Company’s Intellectual Property Rights. The Company
      owns all right, title and interest to, or has the right to use pursuant to
      a
      valid license, all Intellectual Property Rights used in the business of the
      Company. There have been no claims made against the Company or threatened or,
      to
      the Knowledge of the Sellers, likely to be threatened by any Person, asserting
      the invalidity, misuse or unenforceability of any Intellectual Property Rights
      owned or used by the Company or challenging the ownership, validity or
      effectiveness of any of the Intellectual Property Rights owned or used by the
      Company.

     

    (b)  The
      Company has not received any notices of any material unauthorized use,
      infringement or misappropriation by, or conflict with, any present or former
      employee of the Company, principal shareholders, strategic partners or any
      other
      third party with respect to such Intellectual Property Rights (including,
      without limitation, any demand or request that of the Company license any rights
      from a third party). 

     

    (c)  The
      conduct of the Company has not infringed, misappropriated or conflicted with
      and
      does not infringe, misappropriate or conflict with any Intellectual Property
      Rights of other Persons.

     

    (d)  To
      the
      Knowledge of the Sellers, the Intellectual Property Rights owned by or licensed
      to the Company have not been infringed, misappropriated or conflicted by other
      Persons. 

     

    (e)  No
      Intellectual Property Right is subject to any Encumbrance and there is no fact
      that would render the Intellectual Property Rights invalid. Except as set forth
      on Schedule
      2.24,
      no
      Intellectual Property Right is subject to any outstanding order, judgment,
      decree, stipulation or agreement restricting in any manner the licensing or
      exploitation thereof by the Company. Other than as provided in the Material
      Contracts, the Company has not entered into any agreement to indemnify any
      other
      person against any charge of infringement relating to any Intellectual Property
      Right. No employee of the Company is in violation of any term of any
      confidentiality or invention assignment agreement, employment contract (whether
      written or verbal), patent disclosure agreement or any other contract or
      agreement relating to the Company’s Intellectual Property Rights. 

     

    
      
        
        

      

      
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    (f)  The
      Company is the sole and exclusive owner of the Intellectual Property Rights
      owned by the Company and no governmental registration of any of the rights
      related to the Intellectual Property Rights owned by the Company has lapsed,
      expired or been canceled, abandoned, opposed or the subject of a reexamination
      request.

     

    (g)  Except
      as
      listed on Schedule 2.24, as of the date of this Agreement, there are no written
      claims which have been received since January 1, 2004 and no proceedings are
      pending, or have been instituted or, to the Knowledge of the Sellers are
      threatened or impending which challenge the Company’s ownership rights in
      respect of any of the Intellectual Property Rights. 

     

    (h)  Neither
      this Agreement, nor the consummation of the transactions contemplated hereby,
      will (i) result in the termination, suspension, breach, or violation of any
      contract between the Company and any Person relating to Intellectual Property
      Rights; or (ii) will result in the termination, suspension, breach, or violation
      of Intellectual Property Rights. All of the Company’s rights under the
      Intellectual Property Rights will continue unimpaired in all material respects
      as a consequence of the transactions contemplated by this Agreement.


     

    (i)  The
      Intellectual Property Rights constitutes all of the intellectual property used
      in, or necessary to, the operation of the business of the Company.

     

    2.25  Taxes.

     

    (a)  The
      Company has timely filed all Tax Returns required to be filed and all such
      Tax
      Returns were correct and complete in all material respects. The Company has
      timely paid all Taxes that are due, or claimed by any taxing authority to be
      due, or has provided for all such Taxes on its financial statements in
      accordance with GAAP;

     

    (b)  All
      Taxes
      shown on such Tax Returns have been timely paid; 

     

    (c)  No
      audits
      with respect to the Company are in process, pending or, the Knowledge of
      Sellers, threatened, no deficiencies or adjustments to Tax Returns exist or
      have
      been asserted in writing with respect to Taxes of the Company, no notice has
      been received in writing that any Tax Return or Taxes of the Company required
      to
      be filed or paid has not been filed or have not been paid; 

     

    (d)  There
      are
      no Tax liens on any of the assets of the Company; 

     

    (e)  All
      Taxes
      that the Company is required to withhold or collect have been duly withheld
      or
      collected and, to the extent required, have been paid to the proper Tax
      authority; 

     

    (f)  The
      Company (i) is not currently or has ever been a member of an affiliated group
      filing a consolidated federal income tax return or (ii) has no liability for
      the
      Taxes of any person under Treasury Regulations Section 1.1502-6 (or any similar
      provision of state, local or foreign law), or as transferee or successor, by
      contract or otherwise; 

     

    (g)  The
      Company has not ever been a party to any Tax sharing or similar agreements;
      

     

    
      
        
        

      

      
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    (h)  No
      consent under Section 341(f) of the Code has been filed with respect to the
      Company; and

     

    (i)    
        The Company is not a USRPI as that term is defined in Section 897 of
      the Code and the Treasury Regulations thereunder.

     

    2.26  Commissions.
      Neither
      the Company nor any Seller, nor any of their respective officers, directors
      or
      employees, has employed any broker, finder or financial advisor or incurred
      any
      liability for fees or commissions payable to any broker, finder or financial
      advisor in connection with the negotiations relating to or the transactions
      contemplated by this Agreement.

     

    2.27  Product
      Warranties.
      Set
      forth on Schedule 2.27 are representative forms of product warranties and
      guarantees granted or issued by the Company in connection with the business
      of
      the Company. None of the other product warranties or guarantees granted or
      issued by the Company in connection with its business differs in any material
      respect from such representative forms. Except as described in Schedule 2.27,
      since January 1, 2003, no product warranty or similar claims have been made
      against Company in connection with its business. The Company has committed
      no
      act, and there has been no omission, which would result in, and there has been
      no occurrence which would give rise to, any material product liability or
      liability for breach of warranty (whether covered by insurance or not) on the
      part of Company, with respect to products sold prior to the Closing in the
      operation of its business. 

     

    2.28  Bank
      Accounts; Powers of Attorney.
      Within
      ten (10) days of the date hereof, the Company will provide in writing to the
      Buyer a true, correct and complete list of each bank in which the Company
      maintains an account or safe deposit box, the corresponding number of each
      such
      account or safe deposit box, the names of all persons holding check-signing
      or
      withdrawal powers or other authority with respect thereto, the names of any
      persons holding powers of attorney from the Company, true, correct and complete
      copies of any instrument of appointment and a summary statement of the terms
      thereof. There are and at the Closing will be no restrictions on the Company
      to
      terminate any such powers immediately upon written notice and to withdraw all
      such funds and close such bank accounts.


     

    2.29  Books
      and Records.
      The
      books of account, minute books, stock record books and other records of the
      Company, all of which have been made available to Buyer, are complete and
      accurate in all material respects and have been maintained in accordance with
      sound business practices. The minute book of the Company contains complete
      and
      accurate records of all meetings held, and all corporate actions taken, by
      the
      shareholders or board of directors of the Company (or any committee of the
      board
      of directors). As of the Closing Date, all of these books and records will
      be in
      the possession of the Company.


     

    2.30  Compliance
      with WARN Act.
      The
      Company has been exempt from, or has complied with, all applicable provisions
      of
      the WARN Act and the regulations thereunder in connection with all past
      reductions in work force relating to the Company.


    
      
        
        

      

      
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    2.31  Securities
      Laws.
      The
      Sellers expressly agree and acknowledge that the shares of Common Stock are
      not
      being registered and the Buyer has no present intention of registering such
      securities pursuant to the Securities Act of 1933, as amended, and the rules
      and
      regulations promulgated thereunder (the “1933 Act”) or otherwise, and the
      issuance of such securities is intended to be exempt from registration under
      Section 4(2) of the 1933 Act as a “transaction by an issuer not involving any
      public offering” and that reliance on such exemption is predicated, in part, on
      the Sellers’ representations and warranties contained herein. The Sellers
      further acknowledge that the securities are being obtained solely for the
      Seller’s own account and for investment purposes only, within the meaning of the
      1933 Act, and that the Sellers have no plan, intention, contract, understanding,
      agreement or arrangement with any person to sell, assign, pledge, hypothecate
      or
      otherwise transfer to any person the securities or any part thereof. The Sellers
      understand that
      the
securities
      are
      characterized as “restricted securities” under the federal securities Laws
      inasmuch as such securities
      are
      being acquired from the Buyer in a transaction not involving a public offering
      and that under such Laws and applicable regulations such securities may be
      resold without registration under the 1933 Act, only in certain limited
      circumstances. In this connection, the Sellers are familiar with SEC Rule 144,
      as presently in effect, and understands the resale limitations imposed thereby
      and by the 1933 Act. 

     

    2.32  Exclusive
      Negotiations.
      Since
      April 28, 2006, neither the Sellers, the Company nor any of its officers,
      directors, representatives or Affiliates have, directly or indirectly, solicited
      or initiated the submission of any offer or proposal by, or participated in
      discussions or negotiations with, or provided any information to or otherwise
      cooperated with, any Person (other than Buyer or any officer or representative
      of Buyer) concerning any Third Party Transaction (as defined below). “Third
      Party Transaction” shall mean (a) any acquisition of any controlling interest
      in, or all or a substantial portion of the Company, (b) the possible disposition
      of any of the assets of the Company or its business, (c) the possible issuance
      of any capital stock of the Company, or (d) any business combination involving
      the Company or its business, whether by way of merger, consolidation, share
      exchange or other transaction. 


     

    2.33  Disclosure.
      No
      representation or warranty by the Sellers contained in this Agreement nor any
      statement or certificate furnished or to be furnished by or on behalf of any
      of
      the Sellers to the Buyer or its representatives in connection herewith or
      pursuant hereto contains or will contain any untrue statement of a material
      fact, or omits or will omit to state any material fact required to make the
      statements contained herein or therein not misleading. There is no fact known
      to
      the Sellers that has not been disclosed by the Sellers to the Buyer that might
      reasonably be expected to have or result in a material adverse effect on the
      operations of the business of the Company.

     

    3.  Representations
      and Warranties of the Buyer and HSS.

     

    In
      order
      to induce the Sellers to enter into this Agreement and sell the Shares, the
      Buyer and HSS, jointly, but not severally, make the following representations
      and warranties to the Sellers, which representations and warranties shall be
      true and correct as of the date hereof:

     

    3.1  Organization
      and Standing.
      The
      Buyer is a corporation duly incorporated, validly existing, and in good standing
      under the laws of the State of Florida and has all requisite corporate power
      and
      authority to own, lease and operate its properties and assets and to conduct
      its
      business as it is now being conducted.


    
      
        
        

      

      
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    3.2  Organization
      and Standing.
      HSS is
      a corporation duly incorporated, validly existing, and in good standing under
      the laws of the State of Nevada and has all requisite corporate power and
      authority to own, lease and operate its properties and assets and to conduct
      its
      business as it is now being conducted.

     

    3.3  Binding
      Agreement.
      Each of
      the Buyer and HSS have all requisite corporate power and authority to enter
      into
      this Agreement, to execute and deliver this Agreement, to carry out their
      obligations hereunder and to consummate the transactions contemplated hereby.
      The execution and delivery of this Agreement by the Buyer and HSS and the
      consummation by them of their obligations hereunder have been duly and validly
      authorized by all necessary corporate and stockholder action on the part of
      the
      Buyer and HSS. This Agreement has been duly executed and delivered on behalf
      of
      the Buyer and HSS and, assuming the due authorization, execution and delivery
      by
      the Sellers, constitutes a legal, valid and binding obligation of the Buyer
      and
      HSS enforceable in accordance with its terms.

     

    3.4  Absence
      of Violations or Required Consents.
      The
      execution, delivery and performance by the Buyer of this Agreement does not
      and
      will not: (a) violate or result in the breach or default of any provision of
      the
      articles of incorporation or by-laws of the Buyer; (b) violate any Law or
      Governmental Order applicable to the Buyer or any of its properties or assets;
      (c) except for the Required Consents, require any consent, approval,
      authorization or other order of, action by, registration or filing with or
      declaration or notification to any Governmental Authority or any other Person;
      or (d) result in any violation or breach of, constitute a default (or event
      which with the giving of notice, or lapse of time or both, would become a
      default) under, require any consent under, or give to others any rights of
      termination, amendment, acceleration, suspension, revocation or cancellation
      of,
      or result in the creation of any Encumbrance on any of the Buyer’s assets
      pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease,
      sublease, license or permit, or franchise to which the Buyer is a party or
      by
      which its assets are bound.

     

    3.5  Litigation.
      There
      are no Actions pending or threatened to be brought by or before any Governmental
      Authority, against the Buyer or any of its Affiliates that (i) seeks to
      question, delay or prevent the consummation of the transactions contemplated
      hereby, or (ii) would reasonably be expected to affect adversely the ability
      of
      the Buyer to fulfill its obligations hereunder, including without limitation,
      the Buyer’s obligations under Article 1 hereof.

     

    3.6  Valid
      Issuance of Securities.
      The
      shares of Common Stock, that may be issued to the Sellers hereunder, when and
      if
      issued and delivered in accordance with the terms of this Agreement for the
      consideration expressed herein, will be duly and validly issued, fully paid,
      and
      nonassessable, and will be free of restrictions on transfer other than
      restrictions on transfer under this Agreement, the Lock Up Agreement and under
      applicable state and federal securities Laws. 

     

    3.7  Commissions.
      None of
      Buyer, HSS or any of their respective officers, directors or employees, has
      employed any broker, finder or financial advisor or incurred any liability
      for
      fees or commissions payable to any broker, finder or financial advisor in
      connection with the negotiations relating to or the transactions contemplated
      by
      this Agreement.

     


    
      
        
        

      

      
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    3.8  SEC
      Filings.
      HSS has
      filed all required registration statements, prospectuses, notifications,
      reports, schedules, forms, statements and other documents required to be filed
      by it with the SEC since December 31, 2004 (collectively the “Company SEC
      Reports”). As of its filing date (or, if amended or superseded by a filing prior
      to the date hereof, on the date of such filing), each Company SEC Report filed
      pursuant to the Securities Exchange Act of 1934 did not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements made therein not misleading. 

     

    4.  Covenants
      and Agreements.

     

    4.1  Non-Solicitation.
      Neither
      the Sellers nor any of their respective Affiliates shall for the period from
      the
      date hereof through the date that is 3 years following the Closing Date, without
      the prior written consent of the Buyer, directly or indirectly, solicit to
      hire
      or hire (or cause or seek to cause to leave the employ of the Buyer) any
      employee, independent contractor or agent of the Buyer. 

     

    4.2  Confidentiality.
      At all
      times following the Closing Date, each of the Sellers and any corporation,
      partnership or trust controlled, directly or indirectly, by any of the parties
      shall maintain the confidentiality of, and shall not use for the benefit of
      itself or others, any confidential information concerning the business or the
      assets of the Company (the “Confidential Information”); provided, however, that
      this paragraph (a) shall not restrict (i) disclosure by either party of any
      Confidential Information required by applicable statute, rule or regulation
      or
      any court of competent jurisdiction, provided that the non-disclosing party
      is
      given notice and an adequate opportunity to contest such disclosure, (ii) any
      disclosure on a confidential basis to the respective attorneys, accountants,
      lenders and investment bankers of the parties, (iii) any disclosure of
      information which is available publicly as of the date of this Agreement, which,
      after the date of this Agreement, becomes available publicly through no fault
      of
      the disclosing party, which is disclosed to either party by another Person
      who
      acquired it from a third party without an obligation of confidentiality to
      the
      Buyer or the Company or which is independently developed by an employee of
      either party who had no access to such information, (iv) the respective parties’
use of such information to protect or enforce their rights under this Agreement,
      in connection with tax or other regulatory filings or their use of such
      information to protect their rights against any third party, and (v) the
      parties’ (and their respective Affiliates) use of such information in the
      conduct of their own businesses if and to the extent not prohibited by this
      Section. Any and all information disclosed by the Buyer to the Sellers as a
      result of the negotiations leading to the execution of this Agreement, or in
      furtherance thereof, which information was not already known to the Sellers
      shall be deemed Confidential Information. 

     

    4.3  Public
      Announcements.
      Except
      as otherwise required by law or the rules of any stock exchange or automated
      quotation system, the parties shall not issue any report, statement or press
      release or otherwise make any public announcement with respect to this Agreement
      and the other transactions contemplated hereby without prior consultation with
      and approval of the other parties hereto (which approval shall not be
      unreasonably withheld). Notwithstanding
      the foregoing, either party may at any time furnish any required information
      to
      the SEC regarding this Agreement or the transactions contemplated
      hereby.

     

    
      
        
        

      

      
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    4.4  Non-Compete.

     

    (a)  Each
      of
      the Sellers covenants and agrees on its own behalf and on behalf of each of
      its
      Affiliates that from the date hereof and until the third anniversary of the
      Closing Date, neither the Sellers nor any of their Affiliates will directly
      or
      indirectly, engage in or have any interest in any sole proprietorship,
      partnership, corporation, limited liability company or business, whether as
      an
      employee, partner, agent, security holder, consultant or otherwise, that
      directly or indirectly (or through any affiliated entity) engages in the
      development and sales of software products for the operation of home health
      agencies in the geographic areas in which the Company operated or was actively
      planning on operating as of the Closing Date (the “Restricted Area”).


     

    (b)  Each
      of
      the Sellers acknowledges and agrees that the covenants provided for in this
      Section are reasonable and necessary in terms of time, area and line of business
      to protect the Buyer’s legitimate business interests as a Buyer of the Shares,
      which includes protecting valuable confidential business information,
      substantial relationships with customers throughout the Restricted Area and
      customer goodwill associated with the Company and its business. Each of the
      Sellers expressly authorizes the enforcement of the covenants provided for
      in
      this Section by (i) the Buyer, and (ii) any successors to the ownership of
      the
      Shares and/or the business of the Company. To the extent that the covenant
      provided for in this Section may later be deemed by a court to be too broad
      to
      be enforced with respect to its duration or with respect to any particular
      activity or geographic area, the court making such determination shall have
      the
      power to reduce the duration or scope of the provision. The provision as
      modified shall then be enforced.

     

    (c)  It
      is
      agreed by each of the Sellers on its own behalf and on behalf of its Affiliates
      that Buyer would be irreparably damaged by reason of any violation of this
      Section by the Sellers or any of their Affiliates, and that any remedy at law
      for breach of such provisions would be inadequate. Therefore, the Buyer shall
      be
      entitled to seek and obtain injunctive or other equitable relief (including,
      but
      not limited to, a temporary restraining order, a temporary injunction or a
      permanent injunction) against each of the Sellers and their respective
      Affiliates, for breach or threatened breach of such provisions and without
      the
      necessity of proving actual monetary loss. It is expressly understood by each
      of
      the Sellers that this injunctive or other equitable relief shall not be the
      Buyer’s exclusive remedy for any breach of this covenant and the Buyer shall be
      entitled to seek any other relief or remedy that may be available by contract,
      statute, law or otherwise for any breach hereof. It is agreed that the Buyer
      shall also be entitled to recover any and all attorneys’ fees and expenses in
      the enforcement of the provisions hereof.

     

    4.5  Lock
      Up Agreement.
      On the
      Closing Date, the Buyer and each of the Sellers shall execute a three-year
      lock
      up agreement (the form of which is attached hereto as Exhibit A) with respect
      to
      the shares of Common Stock.

     

    4.6  Escrow
      Agreement.
      On the
      Closing Date, the Buyer and each of the Sellers shall execute an escrow
      agreement (the form of which is attached hereto as Exhibit B).

     

    4.7  Employee
      Matters.
      The
      parties agree that the Company employees will remain as employees at will of
      the
      Company following Closing and that HSS may select such employee benefits as
      it
      deems appropriate consistent with its human resource policies in effect from
      time to time. All such employees will qualify to participate in all benefit
      plans presently
      and hereinafter offered by HSS to its employees as well as the HSS stock option
      plan, subject to the general eligibility and participation provisions set forth
      in such plans. 

     

    
      
        
        

      

      
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    4.8  Non-disparagement.
      At all
      times following the Closing Date, the Sellers will refrain from taking any
      action or making any statements which may injure or disparage the goodwill
      or
      reputation of the Buyer or its shareholders, customers, officers, directors,
      attorneys, employees, subsidiaries, related entities, successors and assigns
      within the business community or to the public at large.

     

    4.9  Preparation
      of Financial Statements.
      The
      Sellers agree, at all times after the Closing Date, to cooperate fully with
      Buyer in the preparation of the financial statements that are required by Buyer
      to comply with its reporting obligations and requirements set forth on Form
      8-K
      and otherwise in accordance with the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), and the rules promulgated thereunder. 

     

    5.  Tax
      Matters.

     

    5.1  Liability
      for Taxes.

     

    (a)  The
      Sellers shall be severally, but not jointly, liable for and shall indemnify
      the
      Buyer, subject in all respects to the limits set forth in Article 6 below,
      for
      Buyer’s losses or expenses incurred as a direct result of the Company’s failure
      to pay any Taxes levied on the Company for any taxable year or period that
      ends
      on or before the Closing Date (“Pre-Closing Tax Periods”) and, with respect to
      any portion of a taxable year or period beginning before and ending after the
      Closing Date (“Straddle Period”), the portion of such Straddle Period ending on
      and including the Closing Date, and (ii) all liabilities imposed on the Company
      on or before the Closing Date under Treasury Regulations Section 1.1502-6 (or
      any similar provision of state, local or foreign law) for Taxes of the Company
      or any other corporation which is affiliated with the Company.

     

    (b)  The
      Buyer
      shall be liable for, and shall indemnify the Sellers and their respective
      Affiliates for, all Taxes imposed on the Company or any of its Affiliates with
      respect to the Company for any taxable year or period that begins after the
      Closing Date and, with respect to a Straddle Period, the portion of such
      Straddle Period beginning after the Closing Date.

     

    (c)  For
      purposes of this Section 5.1, whenever it is necessary to determine the
      liability for Taxes of the Company for a portion of a Straddle
      Period:

     

    (i)  real,
      personal and intangible property Taxes (“Property Taxes”) for the Pre-Closing
      Tax Period shall be equal to the amount of such Property Taxes for the entire
      Straddle Period multiplied by a fraction, the numerator of which is the number
      of days during the Straddle Period that are in the Pre-Closing Tax Period and
      the denominator of which is the number of days in the Straddle Period;
      and

     


    
      
        
        

      

      
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    (ii)  all
      other
      Taxes for the Pre-Closing Tax Period shall be determined by assuming that the
      Company had a taxable year or period that ended at the close of the Closing
      Date.

     

    5.2  Adjustment
      to Consideration.
      The
      Buyer and each of the Sellers agree to report any indemnification payment made
      by the Company under Section 5.1 as an adjustment to the Consideration,
      contribution to capital, or other non-taxable amount to the extent that there
      is
      substantial authority for such reporting position under applicable
      law.

     

    5.3  Transfer
      and Conveyance Taxes.
      The
      Sellers shall be liable for and shall pay all applicable sales, transfer,
      recording, deed, stamp and other similar taxes resulting from the consummation
      of the transactions contemplated by this Agreement.

     

    6.  Survival;
      Indemnification.

     

    6.1  Indemnification
      by Sellers.
      Sellers
      agree, severally, but not jointly, to indemnify and hold Buyer, HSS, their
      Affiliates, officers, directors, employees, agents and representatives (“Buyer
      Indemnified Parties”) harmless from any and all actual Claims and Damages Losses
      incurred or suffered by any Buyer Indemnified Party arising out of (i) any
      representation or warranty made herein or in any certificate delivered by the
      Sellers pursuant to this Agreement or (ii) any covenant or agreement made by
      the
      Sellers in this Agreement.

     

    6.2  Indemnification
      by Buyer and HSS.
      Buyer
      and HSS agree, severally, but not jointly, to indemnify and hold Sellers, their
      Affiliates, officers, directors, employees, agents and representatives (“Seller
      Indemnified Parties”) harmless from any and all actual Claims and Damages Losses
      incurred or suffered by any Seller Indemnified Party arising out of (i) any
      representation or warranty made herein or in any certificate delivered by the
      Buyer or HSS pursuant to this Agreement or (ii) any covenant or agreement made
      by Buyer or HSS in this Agreement.

     

    6.3  Limitations.
      

     

    (a)  Buyer
      or
      HSS (“Buyers”) shall not be entitled to make a claim against Sellers for
      indemnity pursuant to this Article 6 except to the extent that the aggregate
      amount of Claims and Damages incurred by Buyers exceeds $25,000 (the “Basket”).
      Once the Basket is exceeded, Buyers shall be entitled to indemnification under
      this Article 6 for all of the Claims and Damages in excess of the
      Basket.

     

    (b)  The
      aggregate amount of actual Claims and Damages recoverable by Buyers pursuant
      to
      indemnifiable claims under this Article 6, shall be limited to an amount equal
      to Five Hundred Thousand Dollars ($500,000) (the “Cap”). Buyers shall not be
      entitled to make a claim against Sellers for indemnity pursuant to this Article
      6 to the extent such claim would cause the aggregate amount of Buyers’ Claims
      and Damages indemnified by the Sellers to exceed the Cap.

     

    (c)  Sellers
      shall have no obligation for any Claims or Damages suffered by Buyers unless
      Sellers shall have received a Notice of Claim with respect to such Claims or
      Damages on or before the 18-month anniversary of the Closing Date.



    
      
        
        

      

      
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    (d)  If
      the
      Closing occurs, except for remedies based upon fraud and except for equitable
      remedies, the remedies and limitations provided in this Article 6 of this
      Agreement constitute the sole and exclusive remedies for recovery based upon
      the
      inaccuracy, untruth, incompleteness or breach of any representation or warranty
      of any party contained herein or in any certificate, Schedule or Exhibit
      furnished by any party in connection herewith, or based upon the failure of
      any
      party to perform any covenant, agreement or undertaking required by the terms
      hereof to be performed by such party. 

     

    6.4  Subrogation.
      Upon
      payment in full of any Claims or Damages under this Article 6 or the payment
      of
      any judgment or settlement with respect to a Third Party Claim under this
      Agreement, the Indemnifying Party shall be subrogated to the extent of such
      payment to the rights of the Indemnified Party against any person or entity
      with
      respect to the subject matter of such Claims and Damage or Third Party
      Claim.

     

    6.5  Computation
      of Claims and Damages.
      Whenever an Indemnifying Party is required to indemnify and hold harmless an
      Indemnified Party from and against and hold the Indemnified Party harmless
      from,
      or to reimburse the Indemnified Party for, any item of Claim or Damage under
      this Agreement, the Indemnifying Party will, subject to the provisions of this
      Article 6, pay the Indemnified Party the amount of the Claim or Damage reduced
      by (i) any amounts to which the Indemnified Party actually recovers from third
      parties in connection with such Claim or Damage (“Reimbursements”), and reduced
      by (ii) the Net Proceeds of any insurance policy payable to the Indemnified
      Party with respect to such Claim or Damage. For purposes of this Section, “Net
      Proceeds” shall mean the insurance proceeds actually paid, less any deductibles,
      co-payments, premium increases, retroactive premiums or other payment
      obligations (including attorneys’ fees and other costs of collection) that
      relates to or arises from the making of the claim for indemnification. The
      Indemnified Party shall use reasonable efforts to pursue Reimbursements or
      Net
      Proceeds that may reduce or eliminate Claims and Damages and otherwise to
      mitigate Claims and Damages. If any Indemnified Party receives any Reimbursement
      or Net Proceeds after an indemnification payment is made which relates thereto,
      the Indemnified Party shall promptly repay to the Indemnifying Party such amount
      of the indemnification payment as would not have been paid had the Reimbursement
      or Net Proceeds reduced the original payment at such time or times as and to
      the
      extent that such Reimbursement or Net Proceeds is actually received. The
      Indemnified Party shall make available to the Indemnifying Party and its agents
      and representatives all pertinent records, materials and information, and
      provide reasonable access during normal business hours to the Indemnified
      Party’s employees, properties, books and records, and shall otherwise cooperate
      with and assist the Indemnifying Party and its agents and representatives in
      reviewing the propriety and the amount of any Claims or Damages, including,
      without limitation, the availability and/or amounts of Reimbursements and Net
      Proceeds.

     

    6.6  Notice
      of Claims.
      Upon
      obtaining actual knowledge of any Claim or Damage which has given rise to,
      or
      could reasonably give rise to, a claim for indemnification hereunder, the party
      seeking indemnification (the “Indemnified Party”) shall, as promptly as
      reasonably practicable (but in no event later than 30 days) following the date
      the Indemnified Party has obtained such knowledge, give written notice (a
“Notice of Claim”) of such claim to the party or parties from which
      indemnification is or will be sought under this Article 6 (the “Indemnifying
      Party”). The Indemnified Party shall furnish to the Indemnifying Party in good
      faith and in reasonable detail such information as the Indemnified Party may
      have with respect to such indemnification claim (including copies of any
      summons, complaint or other pleading which may have been served on it and any
      written claim, demand, invoice, billing or other document evidencing or
      asserting the same). No failure or delay by the Indemnified Party in the
      performance of the foregoing shall reduce or otherwise affect the obligation
      of
      the Indemnifying Party to indemnify and hold the Indemnified Party harmless,
      except to the extent that such failure or delay shall have materially adversely
      affected the Indemnifying Party’s ability to defend against, settle or satisfy
      any liability, damage, loss, claim or demand for which such Indemnified Party
      is
      entitled to indemnification hereunder. 

     

    
      
        
        

      

      
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    6.7  Defense
      of Third Party Claims.
      If any
      claim set forth in the Notice of Claim given by an Indemnified Party pursuant
      to
      Section 6.6 hereof is a claim asserted by a third party, the Indemnifying Party
      shall have 30 days after the date that the Notice of Claim is given or deemed
      given by the Indemnified Party to notify the Indemnified Party in writing of
      the
      Indemnifying Party’s election to defend such third party claim on behalf of the
      Indemnified Party. If the Indemnifying Party elects to defend such third party
      claim, the Indemnified Party shall make available to the Indemnifying Party
      and
      its agents and representatives all witnesses, pertinent records, materials
      and
      information in the Indemnified Party’s possession or under the Indemnified
      Party’s control as is reasonably required by the Indemnifying Party and shall
      otherwise cooperate with and assist the Indemnifying Party in the defense of
      such third party claim. Regardless of which party is defending such third party
      claim, the Indemnified Party shall not pay, settle or compromise such third
      party claim without the consent of the Indemnifying Party. If the Indemnifying
      Party elects to defend such third party claim, the Indemnified Party shall
      have
      the right to participate in the defense of such third party claim, at the
      Indemnified Party’s own expense. In the event, however, that the Indemnified
      Party reasonably determines that representation by counsel to the Indemnifying
      Party of both the Indemnifying Party and the Indemnified Party may present
      such
      counsel with a conflict of interest, then such Indemnified Party may employ
      separate counsel to represent or defend it in any such action or proceeding
      and
      the Indemnifying Party will, subject to the provisions of this Article 6 pay
      the
      reasonable fees and disbursements of such counsel when due under such counsel’s
      customary billing practices. If the Indemnifying Party does not elect to defend
      such third party claim or does not defend such third party claim in good faith,
      the Indemnified Party shall have the right, in addition to any other right
      or
      remedy it may have hereunder, at the Indemnifying Party’s expense, to defend
      such third party claim; provided, however, that such Indemnified Party’s defense
      of or its participation in the defense of any such third party claim shall
      not
      in any way diminish or lessen the indemnification obligations of the
      Indemnifying Party under this Article 6. If the Indemnifying Party subsequently
      reasonably determines that the Indemnified Party is not defending such third
      party claim in good faith, the Indemnifying Party shall have the right, in
      addition to any other right or remedy it may have hereunder, to elect to assume
      the defense of such third party claim and, to the extent that the Indemnified
      Party has not defended such third party claim in good faith, and whether or
      not
      the Indemnifying Party shall have subsequently assumed the defense thereof,
      the
      indemnification obligations of the Indemnifying Party under this Article 6
      shall
      be reduced or eliminated to the extent that such failure to defend in good
      faith
      shall have materially adversely affected the Indemnifying Party’s ability to
      defend against, settle or satisfy any liability, damage, loss, claim or demand
      for which such Indemnified Party is otherwise entitled to indemnification
      hereunder.


    
      
        
        

      

      
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    7.  Definitions.

     

    Unless
      otherwise stated in this Agreement, the following capitalized terms have the
      following meanings: 

     

    “Action”
      means any action, suit, claim, arbitration, or proceeding or investigation
      commenced by or pending before any Governmental Authority. 

     

    “Affiliate”
      means, with respect to any specified Person, any other Person that directly,
      or
      indirectly through one or more intermediaries, controls, is controlled by,
      or is
      under common control with such specified Person.

     

    “Agreement”
      or “this Agreement” means this Purchase Agreement dated as of the date first
      above written (including the Annexes, Schedules and Exhibits hereto) and all
      amendments hereto made in accordance with the provisions of Section 8.6
      hereof.

     

    “Business
      Day” means any day that is not a Saturday, a Sunday or other day on which banks
      are required or authorized by law to be closed in the City of Miami,
      Florida.

     

    “Buyer”
      has the meaning specified in the introductory paragraph to this
      Agreement.

     

    “CERCLA”
      means the Comprehensive Environmental Response, Compensation, and Liability
      Act
      of 1980.

     

    “Change
      of Control” means (a) the occurrence of any event (whether in one or more
      transactions) which results in a transfer of Control (defined below) of the
      Company to a Person other than Buyer, HSS, or a Person wholly owned by HSS,
      (b)
      HSS or its wholly owned subsidiary shall cease to have beneficial ownership
      (as
      defined in Rule 13d-3 under the Securities Exchange Act) of 100% of the equity
      interests of the Company, (c) the Buyer or its Affiliates terminate Jake Levy’s
      employment agreement for any reason other than “Cause”, or (d) any merger or
      consolidation of or with Buyer or HSS, or the sale of all or substantially
      all
      of the property or assets of Buyer or HSS, unless such merger or sale results
      in
      Buyer or HSS as the surviving entity, which shall not be a Change of Control.
      

     

    “Claims
      and Damages” means, except as otherwise expressly provided in this Agreement,
      any and all losses, claims, demands, liabilities, obligations, actions, suits,
      orders, statutory or regulatory compliance requirements, or proceedings asserted
      by any Person (including, without limitation, Governmental Authorities), and
      all
      damages, costs, expenses, assessments, judgments, recoveries and deficiencies,
      including, to the extent required pursuant to Article 8, reasonable attorneys’
fees and costs, incurred by or awarded against a party to the extent indemnified
      in accordance with Article 6 hereof, but shall not include any consequential,
      special, multiple, punitive or exemplary damages, except to the extent such
      damages have been recovered by a third party and are the subject of a third
      party claim for which indemnification is available under the express terms
      of
      Article 6 hereof.

     

    “Closing”
      has the meaning set forth in Section 1.7 hereof.

     

    “Closing
      Date” has the meaning set forth in Section 1.7 hereof.


    
      
        
        

      

      
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    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock” has the meaning set forth in Section 1.5 hereof.

     

    “Consideration”
      has the meaning set forth in Section 1.3 hereof.

     

    “Contingent
      Payment” has the meaning set forth in Section 1.5 hereof.

     

    “Control”
      (including the terms “controlled by” and “under common control with”), with
      respect to the relationship between or among two or more Persons, means the
      possession, directly or indirectly, of the power to direct or to cause the
      direction of the affairs or management of a Person, whether through the
      ownership of voting securities, by contract or otherwise, including, without
      limitation, the ownership, directly or indirectly, of securities having the
      power to elect a majority of the board of directors or similar body governing
      the affairs of such Person. 

     

    “December
      31, 2005 Balance Sheet” means the balance sheet of the Company as of December
      31, 2005.

     

    “Earnout”
      has the meaning set forth in Section 1.4 hereof.

     

    “Employee
      Benefit Plans” means all “employee benefit plans” within the meaning of Section
      3(3) of ERISA, all bonus, stock option, stock purchase, incentive, deferred
      compensation, retirement, supplemental retirement, severance and other employee
      benefit plans, programs, policies or arrangements, and all employment,
      retention, change of control or compensation agreements, in each case for the
      benefit of, or relating to, any current employee or former employee of the
      Company, other than any de minimis, fringe or unwritten benefit plans, programs,
      policies or arrangements, the costs of which, to the Company, are not
      material.

     

    “Encumbrance”
      means any security interest, pledge, mortgage, lien (including, without
      limitation, tax liens), charge, encumbrance, easement, adverse claim,
      preferential arrangement, restriction or defect in title.

     

    “Environmental
      Claims” means any and all actions, suits, demands, demand letters, claims,
      liens, notices of non-compliance or violation, investigations, proceedings,
      consent orders or consent agreements relating in any way to any Environmental
      Law, any Environmental Permit, Hazardous Materials or arising from alleged
      injury or threat of injury to health, safety or the environment, including,
      without limitation (a) by Governmental Authorities for enforcement, cleanup,
      removal, response, remedial or other actions or damages and (b) by any Person
      for damages, contributions, indemnification, cost recovery, compensation or
      injunctive relief.

     

    “Environmental
      Law” means any Law relating to the environment, health, safety or Hazardous
      Materials, in force and effect on the Closing Date (exclusive of any amendments
      or changes to such Law or any regulations promulgated thereunder or orders,
      decrees or judgments issued pursuant thereto which are enacted, promulgated
      or
      issued after the date hereof, or in the case of such certificate, on or after
      the Closing Date), including but not limited to, CERCLA; the Resource
      Conservation and Recovery Act of 1986 and Hazardous and Solid Waste Amendments
      of 1984, 42 U.S.C. (S)(S)6901 et seq.; the Hazardous Materials Transportation
      Act, 49 U.S.C. (S)(S)6901 et seq.; the Clean Water Act, 33 U.S.C. (S)(S)1251
      et
      seq.; the Toxic Substances Control Act of 1976, 15 U.S.C. (S)(S)2601 et seq.;
      the Clean Air Act of 1966, as amended, 42 U.S.C. (S)(S)7401 et seq.; the Safe
      Drinking Water Act, 42 U.S.C. (S)(S)300f et seq.; the Atomic Energy Act, 42
      U.S.C. (S)(S)2011 et seq.; the Federal Insecticide, Fungicide and Rodenticide
      Act, 7 U.S.C. (S)(S)136 et seq.; and the Emergency Planning and Community
      Right-to-Know Act of 1986, 42 U.S.C. (S)(S)1101 et seq.

     

    
      
        
        

      

      
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    “Environmental
      Permits” means all permits, approvals, identification numbers, licenses and
      other authorizations required under any applicable Environmental
      Law.

     

    “Equipment”
      means all of the tangible personal property, machinery, equipment, vehicles,
      computer hardware, databases, rolling stock, furniture, and fixtures in which
      the Company has an interest, by ownership or lease, together with any
      replacements thereof, or additions thereto made in the ordinary course of
      business between the date hereof and the Closing Date.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “ERISA
      Affiliate” has the meaning set forth in Section 2.20 hereof.

     

    “Financial
      Statements” has the meaning set forth in Section 2.7(a) hereof.

     

    “GAAP”
      means United States generally accepted accounting principles and practices
      as in
      effect from time to time. 

     

    “Governmental
      Authority” means any United States federal, state or local government or any
      foreign government, any governmental, regulatory, legislative, executive or
      administrative authority, agency or commission or any court, tribunal, or
      judicial body.

     

    “Governmental
      Order” means any order, writ, judgment, injunction, decree, stipulation,
      determination or award entered by or with any Governmental Authority.
      Governmental Orders shall not include Permits.

     

    “Hazardous
      Materials” means petroleum and petroleum products, byproducts or breakdown
      products, radioactive materials, and any other chemicals, materials, or
      substances designated, classified or regulated as being “hazardous” or “toxic”,
      or words of similar import, under any Environmental Law.

     

    “HSS”
      means Health Systems Solutions, Inc., a Nevada corporation.

     

    “Indebtedness”
      means obligations with regard to borrowed money and leases classified or
      accounted for as capital or financing leases on financial statements, but shall
      expressly not include either accounts payable or accrued liabilities that are
      incurred in the ordinary course of business or obligations under operating
      leases classified or accounted for as such on financial statements.


     

    “Indemnified
      Party” has the meaning set forth in Section 6.6 hereof.

     

    “Indemnifying
      Party” has the meaning set forth in Section 6.6 hereof.

     

    
      
        
        

      

      
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    “Intellectual
      Property Rights” means all patents, trademarks, trade names, trade dress, domain
      names, software, programming content, service marks and copyrights, and
      applications for any of the foregoing, and other intellectual property, in
      all
      forms and languages, whether owned or used by, or licensed to, the Company
      and
      used in or related to its business.

     

    “Interim
      Balance Sheet” has the meaning set forth in Section 2.8 hereof.

     

    “Interim
      Financial Statements” has the meaning set forth in Section 2.8
      hereof.

     

    “Knowledge”
      (i) with respect to any Seller who is not an employee of the Company, means
      actual knowledge, and (ii) with respect to either party of this Agreement or
      any
      Seller who is a Company employee, means such information as such Seller-employee
      or any of such party’s officers or key employees actually knew or should, after
reasonable
      inquiry,
      have
      known.

     

    “Law”
      means any federal, state, local or foreign constitution, statute, law,
      ordinance, regulation, rule, code, injunction, judgment, order, decree or other
      requirement, restriction or rule of law.

     

    “Liability
      Claim” has the meaning set forth in Section 6.2(b) hereof.

     

    “Line
      of
      Credit” has the meaning set forth in Section 1.3(a) hereof.

     

    “Material
      Adverse Effect” means any circumstance, change in, or effect on the Company that
      has a material adverse effect on the business, results of operations, condition
      (financial or otherwise), or prospects of the Company taken as a whole.


     

    “Material
      Contracts” means the written agreements, contracts, policies, plans, mortgages,
      understandings, arrangements or commitments to which the Company is a party
      or
      by which any of the assets of the Company are bound as described below: (i)
      any
      agreement or contract providing for payments by the Company to any Person in
      excess of $10,000 per year or $50,000 in the aggregate over the five-year period
      commencing on the date hereof; (ii) any employment agreement or consulting
      agreement or similar contract; (iii) any retention or severance agreement or
      contract; (iv) any distribution agreement or contract associated with the
      business of the Company; (v) any lease of Equipment or Real Property or license
      with respect to Intellectual Property Rights (other than licenses granted in
      from another Person providing for payments to another Person in excess of
      $10,000 in any year); (vi) any joint venture, partnership or similar agreement
      or contract of the Seller; (vii) any agreement or contract under which the
      Company has borrowed or loaned any money in excess of $10,000 or issued or
      received any note, bond, indenture or other evidence of indebtedness in excess
      of $10,000 or directly or indirectly guaranteed indebtedness, liabilities or
      obligations of others in an amount in excess of $10,000; (viii) any covenant
      not
      to compete or contract or agreement, understanding, arrangement or any
      restriction whatsoever limiting in any respect the ability of either of the
      Sellers or the Company to compete in any line of business or with any Person
      or
      in any area; and (ix) any of the contracts, agreements or arrangements, listed
      on Schedule 2.15.


    
      
        
        

      

      
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    “Net
      Assets” means the total assets of the Company as set forth in the Closing Date
      Balance Sheet adjusted for all adjustments to the Closing Date Balance Sheet
      which are necessary to remove the effects, if any, resulting from any change
      in
      the assets or liabilities of the Company during the period from the date of
      the
      balance sheet included in the Interim Financial Statements, caused by any of
      the
      following: (A) any change resulting from a change in GAAP, including those
      promulgated after the Interim Financial Statements are is prepared, regardless
      of whether or not otherwise required to be made, except as agreed to between
      Sellers and Buyer; (B) any change resulting from a change of an accounting
      policy, practice, procedure, allocation method or estimation technique from
      that
      followed in preparing the Interim Financial Statements; (C) any extraordinary
      or
      non-recurring gains or any transactions not in the ordinary course of business
      consistent with past practices of the Company ; (D) any corrections relating
      to
      mathematical mistakes, mistakes in the application of accounting principles,
      or
      oversight or misuse of facts that existed at the date of the Interim Financial
      Statements and affected the determination of any amounts in the Interim
      Financial Statements; and (E) any change in the amount of the Company’s reserves
      for its business from the amounts of the reserves reflected in the Financial
      Statements. For all purposes of this Agreement, reserves shall be deemed to
      include (without limitation) balance sheet reserves whether related to accounts
      receivable, billed or unbilled, contracts in process, inventories, fixed assets
      or any other assets of the Company, regardless of whether any such reserve
      is
      recorded as an offset to such asset’s carrying value or is included as an
      accrued liability in the Closing Date Balance Sheet. “Net Proceeds” has the
      meaning set forth in Section 6.5 hereof.

     

    “Notice
      of Claim” has the meaning set forth in Section 6.6 hereof.

     

    “Permits”
      has the meaning set forth in Section 2.18(a) hereof.

     

    “Person”
      means any individual, partnership, firm, corporation, limited liability company,
      association, trust, unincorporated organization or other entity, as well as
      any
      syndicate or group that would be deemed to be a person under Section 13(d)(3)
      of
      the Securities Exchange Act of 1934, as amended.

     

    “Pre-Closing
      Tax Periods” has the meaning set forth in Section 5.1(a) hereof.

     

    “Property
      Taxes” has the meaning set forth in Section 5.1(c)(i) hereof.

     

    “Real
      Property” means the real property and related mineral rights owned by, and all
      easements, rights-of-way and other possessory interests in real estate of the
      Company , together with all buildings and other structures, facilities or
      improvements currently or hereafter located thereon, all fixtures, systems,
      equipment and items of personal property of the Company attached or appurtenant
      thereto, and all easements, licenses, rights and appurtenances relating to
      the
      foregoing. 

     

    “Reimbursements”
      has the meaning set forth in Section 6.5 hereof.

     

    “Release”
      means disposing, discharging, injecting, spilling, leaking, leaching, dumping,
      emitting, escaping, emptying, seeping, placing and the like into or upon any
      land or water or air or otherwise entering into the environment.

     

    “Required
      Consents” means any consents, approvals, orders, authorizations, registrations,
      declarations and filings required under or in relation to (a) federal, state
      or
      local health care laws, (b) the Securities Act of 1933, as amended, and (c)
      antitrust or other competition Laws of other jurisdictions. 

     

    
      
        
        

      

      
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    “Sale”
      has the meaning set forth in the recitals hereto.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Sellers”
      has the meaning set forth in the introductory paragraph to this
      Agreement.

     

    “Straddle
      Period” has the meaning set forth in Section 5.1(a) hereof.

     

    “Subsidiary”
      of any Person means (i) any corporation more than 50% of whose stock of any
      class or classes having by the terms thereof ordinary voting power to elect
      a
      majority of the directors of such corporation is owned by such Person directly
      or indirectly through Subsidiaries and (ii) any partnership, limited
      partnership, limited liability company, associates, joint venture or other
      entity in which such Person directly or indirectly through Subsidiaries has
      more
      than a 50% equity interest. 

     

    “Tax”
or
      “Taxes” means any and all taxes, fees, withholdings, levies, duties, tariffs,
      imposts, and other charges of any kind (together with any and all interest,
      penalties, additions to tax and additional amounts imposed with respect
      thereto), fees, surcharges, contributions, or other payments including but
      not
      limited to administrative or regulatory fees, imposed by any local, state,
      federal or foreign government or governmental agency or taxing authority,
      including, without limitation, taxes or other charges on or with respect to
      income, franchises, windfall or other profits, gross receipts, property, sales,
      use, capital stock, payroll, employment, social security, workers’ compensation,
      unemployment compensation, or net worth, taxes or other charges in the nature
      of
      excise, withholding, ad valorem, stamp, transfer, value added or gains taxes,
      license, registration and documentation fees, and customs duties, tariffs and
      similar charges. 

     

    “Tax
      Return” means any report, return, document, declaration or other information or
      filing required to be supplied to any Tax authority or jurisdiction (foreign
      or
      domestic) with respect to Taxes, including, without limitation, information
      returns, any documents with respect to or accompanying payments of estimated
      Taxes, or with respect to or accompanying requests for the extension of time
      in
      which to file any such report, return, document, declaration or other
      information.

     

    “Union
      Employee” means an employee of the Company whose terms and conditions of
      employment are governed by the terms of any collective bargaining
      agreement.

     

    8.  Miscellaneous
      Provisions.

     

    8.1  Expenses.
      Except
      as otherwise specifically provided in this Agreement, all out-of-pocket costs
      and expenses, including, without limitation, fees and disbursements of counsel,
      financial advisors and accountants, incurred in connection with this Agreement
      and the transactions contemplated hereby shall be paid by the party incurring
      such costs and expenses, whether or not the Closing shall have
      occurred.


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    8.2  Notices.
      Any
      notice, demand, claim, notice of claim, request or communication required or
      permitted to be given under the provisions of this Agreement shall be in writing
      and shall be deemed to have been duly given (i) upon delivery if delivered
      in
      person, (ii) on the date of mailing if mailed by registered or certified mail,
      postage prepaid and return receipt requested, (iii) on the date of delivery
      to a
      national overnight courier service, or (iv) upon transmission by facsimile
      (if
      such transmission is confirmed by the addressee) if delivered through such
      services to the following addresses, or to such other address as any party
      may
      request by notifying in writing all of the other parties to this Agreement
      in
      accordance with this Section.

     

    If
      to the
      Sellers:

    


    c/o
      Carekeeper Software, Inc.

    One
      Dunwoody Park

    Suite
      240

    Atlanta,
      Georgia 33038

    Attention:
      Jake Levy

    Telephone:
      (678) 781-3104

    Facsimile:
      (770) 392-1805

    


    With
      a
      copy to:

    


    Greenberg
      Traurig, LLP

    3290
      Northside Parkway, Suite 400

    Atlanta,
      Georgia 30327

    Attention:
      Daniel B. Brown, Esq.

    Telephone:
      678-553-2100

    Facsimile:
      678-553-2212

    


    If
      to the
      Buyer or HSS:

     

    Carekeeper
      Solutions, Inc.

    405
      North
      Reo Street, Suite 300

    Tampa,
      Florida 33609

    Attention:
      B. M. Milvain

    Telephone:
      (813) 282-3303

    Facsimile:
      (813) 282-8907

    


    With
      a
      copy to:

    


    Adorno
      & Yoss LLP

    2525
      Ponce de Leon Boulevard

    Suite
      400

    Miami,
      Florida 33134-6012

    Attention:
      Seth P. Joseph, Esq.

    Telephone:
      (305) 460-1000

    Facsimile:
      (305) 460-1422


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


    Any
      such
      notice shall be deemed to have been received on the date of personal delivery,
      the date set forth on the Postal Service return receipt, or the date of delivery
      shown on the records of the overnight courier, as applicable. 

     

    8.3  Benefit
      and Assignment.
      This
      Agreement will be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. There shall be no
      assignment of any interest under this Agreement by any party except that the
      Buyer may assign its rights hereunder to any wholly owned subsidiary of the
      Buyer; provided, however, that no such assignment shall relieve the assignor
      of
      its obligations under this Agreement. Nothing herein, express or implied, is
      intended to or shall confer upon any other Person any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this Agreement.
      

     

    8.4  Waiver.
      Any
      party to this Agreement may (a) extend the time for the performance of any
      of
      the obligations or other acts of any other party, (b) waive any inaccuracies
      in
      the representations and warranties of any other party contained herein or in
      any
      document delivered by any other party pursuant hereto or (c) waive compliance
      with any of the agreements or conditions of any other party contained herein.
      Any such extension or waiver shall be valid only if set forth in an instrument
      in writing signed by the party to be bound thereby. Any waiver of any term
      or
      condition shall not be construed as a waiver of any subsequent breach or a
      subsequent waiver of the same term or condition, or a waiver of any other term
      or condition, of this Agreement. The failure of any party to assert any of
      its
      rights hereunder shall not constitute a waiver of any such rights.

     

    8.5  Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any Law or public policy, all other terms and provisions
      of
      this Agreement shall nevertheless remain in full force and effect so long as
      the
      economic or legal substance of the transactions contemplated hereby is not
      affected in any manner materially adverse to any party. Upon such determination
      that any term or other provision is invalid, illegal or incapable of being
      enforced, the parties hereto shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the parties as closely as
      possible in an acceptable manner in order that the transactions contemplated
      hereby are consummated as originally contemplated to the greatest extent
      possible.

     

    8.6  Amendment.
      This
      Agreement may not be amended or modified except (a) by an instrument in writing
      signed by, or on behalf of, the Responsible Party and the Buyer or (b) by a
      waiver in accordance with Section 8.4 hereof.

     

    8.7  Effect
      and Construction of this Agreement.
      This
      Agreement embodies the entire agreement and understanding of the parties with
      respect to the subject matter hereof and supersedes any and all prior
      agreements, arrangements and understandings, whether written or oral, relating
      to matters provided for herein. The language used in this Agreement shall be
      deemed to be the language chosen by the parties hereto to express their mutual
      agreement, and this Agreement shall not be deemed to have been prepared by
      any
      single party hereto. 


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    8.8  Headings.
      The
      headings of the sections and subsections of this Agreement are inserted as
      a
      matter of convenience and for reference purposes only and in no respect define,
      limit or describe the scope of this Agreement or the intent of any section
      or
      subsection. 

     

    8.9  Counterparts.
      This
      Agreement may be executed in one or more counterparts and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement. 

     

    8.10  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Florida, applicable to contracts executed in and to be performed
      entirely within that State.

     

    8.11  Litigation. If
      any
      legal action is brought for the enforcement of this Agreement, or because of
      an
      alleged dispute, breach, default, or misrepresentation in connection with any
      of
      the provisions of this Agreement, the successful or prevailing party or parties
      shall be entitled to recover reasonable attorney fees, paralegal fees and other
      costs incurred in that action or proceeding, in addition to any other relief
      to
      which it or they may be entitled. Any such legal action shall be brought in
      courts of competent jurisdiction in Miami-Dade County, Florida.

     

    8.12  Entire
      Agreement.
      This
      Agreement, along with the Disclosure Schedules, Exhibits and all other
      agreements, instruments or documents to be delivered in connection with this
      Agreement, constitutes the entire agreement between the parties hereto and
      supersedes all prior agreements, understandings, negotiations and discussions,
      both written and oral, between the parties hereto with respect to the subject
      matter hereof. 

     

    8.13  Specific
      Performance.
      Each of
      the Sellers acknowledge and agree that in the event of any breach of this
      Agreement, the Buyer would be irreparably and immediately harmed and could
      not
      be made whole by monetary damages. It is accordingly agreed that the parties
      hereto (i) waive, in any action for specific performance, the defense of
      adequacy of a remedy at law and (ii) shall be entitled, in addition to any
      other
      remedy to which they may be entitled at law or in equity, to compel specific
      performance of this Agreement in any action instituted in any state or federal
      court sitting in Miami-Dade County, Florida.

     

    8.14  Remedies
      Cumulative.
      No
      remedy made available by any of the provisions of this Agreement is intended
      to
      be exclusive of any other remedy, and each and every remedy is cumulative and
      is
      in addition to every other remedy given hereunder or now or hereafter existing
      at law or in equity.

     

    [Signatures
      Begin on Following Page]

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    
      	 	 	 
	 	BUYER:
	 	 
	 	
              Carekeeper
                Solutions, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/
              B. M. Milvain
	 	
              

              B.
                M. Milvain, President

            


    

     

    
      	
            	 	 
	 	
              HSS:

            
	 	 
	 	
              Health
                Systems Solutions, Inc.

            
	 
 	 
 	 
 
	 	By:  	/s/
              B. M. Milvain 
	 	
              

              B.
                M. Milvain, President

            


    

     

    
      	 	 	 
	 	SELLERS:
	 	 
	 	      	
               /s/
                Jake A.
                Levy 

            
	  	
              
                
 Jake
                A. Levy

            


    

     

    
      
        	 	 	 
	 	      	
                /s/
                  Dorothy C.
                  Levy

              
	  	
                
                  
 Dorothy
                  C. Levy

              


      

       

      
        
          
            	 	 	 
	 	      	
                     
/s/
                      Herbert
                      Fritch

                  
	  	
                    
                      
 
Herbert
                      Fritch

                  


          

        

      

    

     

    
      
        
          
            	 	 	 
	 	      	
                     /s/
                      Marilyn
                      Bernath

                  
	  	
                    
                      
 Marilyn
                      Bernath

                  


          

        

      

    

     

    
      
        
          
            
              	 	 	 
	 	      	
                       /s/
                        Beverly
                        Schapiro

                    
	 
	
                      
                        
Beverly
                        Schapiro

                    


            

          

        

      

    

    
       

      
        
          
            
              
                	 	 	 
	 	      	
                         /s/
                          Rose
                          Gantner

                      
	 
	
                        
                          
 Rose
                          Gantner

                      

  

                
                  
                    
                    

                  

                  
                    39

                    
                      

                    

                  

                  
                    
                    

                  

                

              

               

            

          

        

      

    

    ANNEX
      I

    


    PRO
      RATA OWNERSHIP OF SHARES

    


    
      	
              

                Shareholder
                  Name

              

            	
               

            	
              

                Number
                  of Class A Non-Voting Shares Beneficially
                  Owned

              

            	
               

            	
              

                Number
                  of Class B Voting Shares Beneficially Owned

              

            	
               

            
	
              Jake
                A. Levy

            	 	 	
              366,966.0

            	 	 	
              19,314.0

            	 
	
              Dorothy
                C. Levy

            	 	 	
              328,612.5

            	 	 	
              20,137.5

            	 
	
              Herbert
                Fritch

            	 	 	
              128,934.0

            	 	 	
              6,786.0

            	 
	
              Marilyn
                Bernath

            	 	 	
              18,000.0

            	 	 	
              —

            	 
	
              Beverly
                Schapiro

            	 	 	
              18,000.0

            	 	 	
              
                —

              

            	 
	
              Rose
                Gantner

            	 	 	
              18,000.0

            	 	 	
              
                —

              

            	 
	
              TOTAL

            	 	 	
              878,512.5

            	 	 	
              46,237.5

            	 


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    EXHIBITS

     

    A  Lock-Up
      Agreement

    


    B  Escrow
      Agreement

     

    
      
        
        

      

      
        41