**HEALTH
      SYSTEMS SOLUTIONS, INC.**





**CODE** **OF** **ETHICS** **AND
      BUSINESS CONDUCT**





**March
      2008**





**I.**  **INTRODUCTION**





This
      Code
      of Business Conduct and Ethics (the “Code”) has been adopted by the Board of
      Directors of Health Systems Solutions, Inc., a Nevada corporation (the
“Company”), and is intended to focus the Company’s directors, officers and
      employees on areas of ethical risk, provide guidance to the directors, officers
      and employees to help them recognize and deal with ethical issues, provide
      mechanisms to report ethical conduct, and help foster a culture of honesty
      and
      accountability. Each director, officer and employee is expected to adhere to
      a
      high standard of ethical conduct. Unethical actions, or the appearance of
      unethical actions, are not acceptable. Directors, officers and employees are
      expected to be guided by the following principles in carrying out their
      responsibilities:





·
            Loyalty.
                No director, officer or employee should be, or appear to be, subject
                to
                influences, interests or relationships that conflict with the best
                interests of the Company.




·
            Compliance
                with Applicable Laws. The Company, its directors, officers and employees
                are expected to comply with laws and regulations applicable to the
                Company’s activities.




·
            Observance
                of Ethical Standards. In the conduct of their duties, each director,
                officer and employee must adhere to high ethical standards. These
                include
                honesty and fairness.




This
      Code
      does not summarize all laws, rules, regulations, and Company policies which
      may
      be applicable to the Company and its employees, officers and directors. No
      code
      or policy can anticipate every situation that may arise. Accordingly, this
      Code
      is intended to serve as a source of guiding principles for directors, officers
      and employees. The Company has designated the Chairman of the Company’s
      Governance and Nominating Committee (the “Committee”) as its Code of Ethics
      Compliance Officer (the “Compliance Officer”), who shall administer this Code.
      Directors, officers and employees are encouraged to bring questions about
      particular circumstances that may involve one or more of the provisions of
      this
      Code to the attention of the Compliance Officer, who may consult with inside
      or
      outside legal counsel as appropriate. You may, at your discretion, make any
      report or complaint provided for in this Code to the Compliance Officer.





**II.**  **APPLICATION**





This Code will
      apply to all employees, officers and directors of the Company.









**III.**  **PURPOSE**





The
      purpose of this Code is to
      codify standards the Company believes are reasonably necessary to deter
      wrongdoing and to promote:





·
            honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional relationships;





·
            full,
                fair, accurate, timely and understandable disclosure in reports and
                documents that the Company files with, or submits to, the U.S. Securities
                and Exchange Commission (the “SEC”) and in other public communications
                made by the Company;





·
            compliance
                with applicable governmental laws, rules and regulations;





·
            prompt
                internal reporting of violations of this Code to the
                appropriate persons designated in thisCode;
                and





·
            accountability
                for adherence to thisCode.





**IV.**  **STANDARDS
      OF CONDUCT**





Each
      employee, officer and director will be expected to adhere to the following
      standards in connection with the performance of his or her duties as an
      employee, officer or director of the Company.





**A.**
            **Avoidance
                of Conflicts of Interest.**Each
                employee, officer or directoris
                required to avoid conflicts between his or her personal interests
                and the
                interests of the Company and to disclose any activities, financial
                interests or relationships that may present an actual or potential
                conflict of interest. A “conflict of interest” can occur when a director’s
                or officer’s personal interest is adverse to - or may appear to be adverse
                to - the interests of the Company as a whole. Conflicts of interest
                also
                arise when a director, an officer, or a member of his or her immediate
                family, receives improper personal benefits as a result of his or
                her
                position as a director or officer of the Company.




This
                Code does not attempt to describe all possible conflicts of interest
                which
                could develop. Some of the more common conflicts from which directors,
                officers and employees must refrain, however, are set out
                below.




**·**
            Directors,
                officers and employees may not engage in any conduct or activities
                that
                are inconsistent with the Company’s best interests or that disrupt or
                impair the Company’s relationship with any person or entity with which the
                Company has or proposes to enter into a business or contractual
                relationship.




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**·**
            Directors,
                officers and employees may not accept compensation (in any form)
                for
                services performed for the Company from any source other than the
                Company.




**·**
            Directors,
                officers, employees and members of their immediate families may not
                accept
                gifts from persons or entities where any such gift is being made
                in order
                to influence the actions of a director, officer or employee, or where
                acceptance of the gifts could create the appearance of conflict of
                interest.




**·**
            Directors,
                officers and employees may not use Company assets, labor or information
                for personal use unless approved by the Compliance Officer or as
                part of a
                compensation or expense reimbursement program available to directors,
                officers and employees.




Each
      employee, officer or director  should
      therefore avoid any investment, interest or association that interferes, or
      might interfere, with the objective or independent exercise of their best
      judgment or with the performance of their responsibilities in the best interests
      of the Company. Each employee, officer or director  should
      promptly inform the Committee of any actual or potential conflicts of interest,
      and the Committee will resolve any questions regarding conflicts of interest
      involving any employee, officer or director.




While
      it
      is not possible to identify every activity that might give rise to a conflict
      of
      interest, a conflict of interest may exist whenever a relationship of an
      employee, officer or director, or one of their family members, is inconsistent
      with the Company’s best interests or could cause a conflict with job
      responsibilities. If you have a question, you should consult with your immediate
      supervisor or a member of the Committee.




**B.**
            **Accuracy
                of Public Communications.**As
                a public company, it is of critical importance that the Company’s filings
                with the SEC and other public communications contain full, fair,
                accurate,
                timely and understandable disclosure. Depending on their respective
                positions with the Company, employees, officers or directors may
                be called
                upon to provide information necessary to assure that the Company’s public
                reports are complete, fair and understandable. The Company expects
                employees, officers and directors to take this responsibility seriously
                and to provide prompt and accurate answers to inquiries related to
                the
                Company’s public disclosure requirements.




**C.**
            **Compliance
                with Laws, Rules and Regulations.**It
                is the Company’s policy to promote compliance with all applicable laws,
                rules and regulations in connection with the Company’s business. All
                employees, officers and directors should familiarize themselves with
                the
                legal standards and restrictions applicable to their assigned duties
                and
                responsibilities. The Company requires and encourages compliance
                with the
                “spirit” as well as the “letter” of the law. Even the appearance of
                illegal, dishonest or inappropriate behavior could have a negative
                impact
                on the Company and its employees.




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**D.**
            **Honest
                and Ethical Conduct.**The
                Company expects each employee, officer or director to act honestly
                and
                ethically at all times and to comply fully with the policies comprising
                thisCode.





**V.**  **CORPORATE
      OPPORTUNITIES**





Directors,
      officers and employees are prohibited from: (a) taking opportunities related
      to
      the Company’s business for personal use; (b) using the Company’s property,
      information, or position for personal gain; or (c) competing with the Company
      for business opportunities; provided, however, if the Company’s disinterested
      directors determine that the Company will not pursue an opportunity that relates
      to the Company’s business, after disclosure of all material facts by the
      director, officer or employee seeking to pursue the opportunity, the director,
      officer or employee may do so.





**VI.**  **CONFIDENTIAL
      INFORMATION**





No
      employee, officer or director who has information of a confidential or
      proprietary nature shall disclose that information outside the Company, either
      during or after service with the Company, except with written authorization
      of
      the Company or as may be otherwise required by law. Confidential information
      includes, without limitation, all non-public information that might be of use
      to
      competitors, or harmful to the Company or its customers, if disclosed. Such
      information may include information about the Company’s financial condition,
      prospects or plans, its marketing and sales programs and research and
      development information, as well as information relating to mergers and
      acquisitions, stock splits and other corporate transactions. Confidential
      information also includes information concerning possible transactions with
      other companies or information about the Company’s customers, purchase orders,
      sales information and prospects, suppliers or joint venture partners, which
      the
      Company is under an obligation to maintain as confidential. Employees may not
      use confidential information for their own personal benefit or the benefit
      of
      persons or entities outside the Company including, without limitation, all
      media
      outlets. Any employee, officer or director who fails to abide by these
      guidelines is subject to disciplinary and other appropriate legal action
      including, without limitation, immediate dismissal.





**VII.**  **REPORTING
      VIOLATIONS**





Employees
      are encouraged to talk to supervisors, managers or other appropriate personnel
      about observed illegal or unethical behavior and, when in doubt, about the
      best
      course of action in a particular situation. Anyone who believes that a violation
      of this Code or other illegal or unethical conduct by any employee, officer
      or
      director has occurred or may occur should promptly contact a supervisor, a
      corporate officer, or a member of the Committee. Such reports may be made
      confidentially or anonymously. Confidentiality will be protected, subject to
      applicable law, regulation or legal proceedings. The Company will not permit
      retaliation of any kind by its employees, officers and directors against any
      good faith reports or complaints of violations of this Code or other illegal
      or
      unethical conduct.





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**VIII.**  **ENFORCEMENT
      OF CODE**





The
      Compliance Officer is responsible for applying this Code to specific situations
      in which questions are presented under it and has the authority to interpret
      this Code in any particular situation. The Compliance Officer will follow
      certain procedures in investigating and enforcing this Code, as
      follows:




·
            The
                Compliance Officer will take all appropriate action to investigate
                any
                reported potential violations;





·
            If,
                after such investigation, the Compliance Officer believes that no
                material
                violation has occurred, the Compliance Officer is not required to
                take any
                further action;





·
            Any
                matter that the Compliance Officer believes is a material violation
                will
                be reported to the Committee; and





·
            If
                the Committee finds that a material violation has occurred, it will
                take
                such appropriate action as it sees fit, which may include review
                of, and
                appropriate modifications to, applicable policies and procedures
                related
                to the application of this Code to the Company’s employees, officers,
                directors; notification to appropriate personnel; assessment of monetary
                sanctions based on making the Company whole for damage suffered or
                to
                deter further actions; authorization of the suspension or dismissal
                of the
                employee, officer or director; or granting a waiver. All waivers
                shall be
                accompanied by a written memorandum, including to whom the waiver
                was
                granted, the details of the waiver, the nature and scope of the waiver,
                reasoning for the waiver and the date of the waiver. Any changes
                to, or
                waivers of, this Code will, to the extent required, be disclosed
                as
                provided by SEC rules.





**IX.**  **ACCOUNTABILITY
      FOR ADHERENCE TO THIS CODE**





Each
      employee, officer and director will be individually responsible for adhering
      to
      the standards set forth in this Code .
      Upon
      receiving a report of a violation of this Code ,
      the
      Committee, including its legal and other advisors, will have the full power
      and
      authority to investigate the report and to determine what steps, if any, should
      be taken to resolve the problem and avoid the likelihood of its recurrence.
      These steps may, where appropriate, include the termination of an employee,
      officer or director’s employment by the Company, disciplinary action and the
      commencement of appropriate legal proceedings. Each employee, officer and
      director will be obligated to cooperate fully with any investigation by the
      Committee.





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**X.**  **WAIVERS
      AND AMENDMENTS**





Any
      request for a waiver of any provision of this Code must be in writing and
      addressed to the Compliance Officer. If you are a director or executive officer
      of the Company, the request may be addressed directly to the Committee. With
      regard to executive officers and directors, the Committee will have the sole
      and
      absolute discretionary authority, to approve any waiver from this Code. Any
      waiver of the Code with respect to executive officers and directors will be
      promptly publicly disclosed to shareholders, together with the reason for the
      waiver, by a method selected by the Committee in conformity with applicable
      SEC
      rules. This Code may be amended, modified or waived by the Board of Directors,
      upon recommendation of the Committee, and subject to disclosure requirements
      and
      other applicable SEC rules.





**XI.**  **MISCELLANEOUS**





This Code is
      intended to be interpreted and administered so as to comply with the
      requirements applicable to a “ code of ethics ”
as
      defined in Section 406 of the
      Sarbanes-Oxley Act of 2002 and the related rules of the SEC. No other ethics ,
      legal
      compliance or other policies or practices of the Company or its subsidiaries
      that may be applicable to any of the employees, officers or directors of the
      Company, whether currently in effect or established in the future and whether
      or
      not relating to the same subject matter as this Code ,
      will be
      deemed to be a part of this Code .
      This Code is not a
      contract and is not intended to create any contractual obligations on the part
      of the Company. This Code also
      does not alter the at-will or other employment relationship between the Company
      and any director, officer or employee.






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**HEALTH
      SYSTEMS SOLUTIONS, INC.**





**CODE** **OF** **ETHICS** **AND
      BUSINESS CONDUCT**





**RECEIPT
      ACKNOWLEDGMENT**





I,
      ______________________, hereby acknowledge that I have received and read a
      copy
      of the “Code of Ethics and Business Conduct” and agree to comply with its terms.
      I understand that violation of code of ethics may subject me to severe civil
      and/or criminal penalties, and that violation of the terms of the above-titled
      policy may subject me to discipline by the Company up to and including
      termination for cause.





By:
                ___________________________
                
                ___________________________Name:
                ___________________________
                Date___________________________