Exhibit
        10.4

       

      EMPLOYMENT
        AGREEMENT 

       

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

       

      R
        E C I T A L S 

       

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

       

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

       

      AGREEMENT
        

       

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

       

      1.  Employment.

       

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

       

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

       

      
        
           

        

        
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      2.  Term.

       

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

       

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

       

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

       

      3.  Compensation.
        

       

      3.1  Base
        Salary.
        The
        Executive shall receive a base salary at the annual rate of $105,000 (the
“Base
        Salary”) during the Term of Employment, with such Base Salary payable in
        installments consistent with the Company’s normal payroll schedule, subject to
        applicable withholding and other taxes. The Base Salary shall be reviewed,
        at
        least annually, for merit increases and may, by action and in the sole
        discretion of the Board, be increased at any time or from time to time.


       

      3.2  Bonuses.
        During
        the Term of Employment, the Executive shall be eligible to receive bonuses
        pursuant to any management bonus program of the Company then in effect in
        such
        amounts and at such times as the Board (or the Compensation Committee thereof)
        shall determine in its sole discretion pursuant to the terms of the program.
        If
        at any time during the Term of Employment the Executive is terminated without
        cause or as a result of disability of the Executive pursuant to the terms
        hereof
        or in the event of the death of the Executive, then the Executive (or the
        deceased Executive’s estate, as the case may be) shall be entitled to receive a
        pro-rata portion of the bonus, if any, which accrued during the applicable
        year
        in which said termination occurs. The amount of any such bonus, assuming
        the
        Executive’s achievement of applicable milestones, shall be based primarily upon
        the overall performance of the Company. Subject to the approval of the
        Compensation Committee, the bonus potential for the Director of Quality
        Assurance position is anticipated to be an amount up to 5% of the Base Salary.
         

       

      4.  Expense
        Reimbursement and Other Benefits.
        

       

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


      
        
           

        

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

       

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

       

      4.4  Stock
        Options.
        During
        the Term of Employment, the Executive shall be eligible to be granted options
        (the “Stock Options”) to purchase common stock (the “Common Stock”) of Health
        Systems Solutions, Inc. (“HSS”) under (and therefore subject to all terms and
        conditions of) HSS’s 2003 Management and Directors Incentive and Compensation
        Plan, as may be amended from time-to-time, and any successor plan thereto
        (the
“Stock Option Plan”) and all rules of regulation of the Securities and Exchange
        Commission applicable to stock option plans then in effect. The number of
        Stock
        Options and terms and conditions of the Stock Options shall be determined
        by the
        Committee appointed pursuant to the Stock Option Plan, or by the Board, in
        its
        sole discretion and pursuant to the Stock Option Plan. HSS, subject to approval
        of the Board, shall issue to the Executive 7,500 Stock Options, vesting 1⁄4, 1⁄4,
 1⁄4,
        and 
        1⁄4
per
        year commencing on the first anniversary of the Commencement Date. 

       

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

       

      5.  Termination.
        

       

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

       

      
        
           

        

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

       

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


       

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

       

      
        
           

        

        
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      5.5  Termination
        by Executive.
        

       

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

       

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

       

      5.6  Change
        in Control of the Company.
        

       

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

       

      
        
           

        

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

       

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

       

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

       

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

       

      6.  Restrictive
        Covenants.
        

       

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

       

      
        
           

        

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

       

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

       

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

       

      
        
           

        

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

       

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

       

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

       

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

       

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

       

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

       

      
        
           

        

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


       

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

       

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

       

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

       

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


       

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

       

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

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

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

       

      [Signatures
        Begin on Following Page]

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      


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

       

      
        	COMPANY:	 	 	 
	 	 	 	 
	
                Carekeeper
                  Solutions, Inc.

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


      

       

      
        
          	
                  EXECUTIVE:

                	 	 	 
	 	 	 	 
	/s/
                  Dorothy C.
                  Levy	 	 	 
	
                  
By:
                  Dorothy C. Levy


        

      

      


      JOINDER
        AND ACCEPTANCE

      


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

      


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

       

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


      


      
        
           

        

        
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