Exhibit
      10.2

     

    LOCK-UP
      AGREEMENT

     

    THIS
      LOCK-UP AGREEMENT, dated as of May 15, 2006, is entered into by and among Health
      Systems Solutions, Inc., a Nevada corporation (the “Company”) and the
      shareholders of Carekeeper Software, Inc., a corporation organized and existing
      under the laws of the State of Georgia (“Carekeeper”) identified on the
      signature page hereto (the “Sellers”). 

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      simultaneously
      with the execution and delivery of this Agreement, the Sellers have entered
      into
      an Stock Purchase Agreement (the “Stock Purchase Agreement”) with Carekeeper
      Solutions, Inc. (“Buyer”) pursuant to which Buyer will sell acquire all of the
      issued and outstanding capital stock of Carekeeper; and

     

    WHEREAS,
      pursuant
      to the Stock Purchase Agreement, the Sellers may receive up to an aggregate
      of
      400,000
      shares
      of the common stock of the Company upon the satisfaction of certain conditions
      (the “Shares”); and

     

    WHEREAS,
      in
      the
      event of
      the
      issuance of any of the Shares, the Sellers have agreed to a lock-up of the
      Shares for a 36-month period
      commencing
      on the date of the
      first
issuance
      of the Shares and ending on the third anniversary of such issuance (the “Lock-Up
      Termination Date”),
      it
      being the parties’ intention that all Shares, whenever issued under the Stock
      Purchase Agreement, shall be subject to the same 36-month lock-up period
      beginning on the first date any Shares are issued under the Stock Purchase
      Agreement;
      and

     

    WHEREAS,
      it is a
      condition to the consummation of the Stock Purchase Agreement that this
      Agreement be executed and delivered by the Sellers.

     

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

     

    1.  PROHIBITED
      TRANSFERS

     

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

    

     

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

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

    

     

    2.  VOTING
      AND DIVIDEND RIGHTS

     

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

     

    3.  SPECIFIC
      ENFORCEMENT 

     

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

     

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

     

    “The
      shares represented by this certificate are subject to restrictions on transfer
      and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise
      disposed of except in accordance with and subject to all the terms and
      conditions of a certain Lock-Up Agreement dated as of May 15, 2006 as it may
      be
      amended from time to time, a copy of which may be obtain from the Company upon
      request and without charge.” 

    


    5.  NOTICES

     

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

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6.  GOVERNING
      LAW; JURISDICTION

     

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

     

    7.  MISCELLANEOUS

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

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


    

     

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

    

     

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


    

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    

     

    [Signatures
      Begin on Following Page]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


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

     

    
      	
               

            	 	 
	 	
              Health
                Systems Solutions, Inc.

            
	 
 	 
 	 
 
	 	By:  	 /s/
              B. M. Milvain 
	  	
              
 B.
              M. Milvain


    

    


    
      	 	 	 
	 	       	 /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


              

            
  

            
              
                
                

              

              
                5