Warrant Assignment Agreement



 Exhibit 10.2 
  
 WARRANT ASSIGNMENT 
  
 THIS WARRANT ASSIGNMENT AGREEMENT, dated as of October 31, 2005 (the “Agreement”), is entered into by and among
Stanford International Bank, Ltd., an Antigua corporation (“Stanford”), Daniel T. Bogar (“Bogar”), Ronald M. Stein (“Stein”), William R.
Fusselmann (“Fusselmann”), Charles M. Weiser (“Weiser”) and Osvaldo Pi (“Pi” and together with Bogar, Stein, Fusselmann and Weiser, each an
“Assignee” and collectively the “Assignees”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, Health Systems Solutions, Inc., a Nevada corporation (“HSS”), and Stanford have entered into a certain Preferred Stock Purchase Agreement dated as of October 31,
2005 (the “Purchase Agreement”); 
  
 WHEREAS, pursuant to, and in accordance with, the Purchase Agreement, HSS agreed that on the First Closing Date pursuant to the Purchase Agreement it would issue to Stanford warrants to purchase an aggregate of 405,000 shares of HSS
common stock at an exercise price of $.001 per share (the “HSS Warrants”); 
  
 WHEREAS, for value received, Stanford has agreed to assign and transfer unto each Assignee on the First Closing Date under the Purchase Agreement
an HSS Warrant exercisable for 40,500 shares, with an aggregate of up to 2,775,000 warrant shares issuable pursuant to the Purchase Agreement (collectively, the “HSS Assigned Warrants”); 
  
 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: 
  

	 	A.	Stanford hereby covenants and agrees to cause HSS on the First Closing Date under the Purchase Agreement to assign and transfer unto each Assignee an HSS Warrant exercisable for
40,500 shares, and to cause HSS on each Closing Date thereafter to assign and transfer unto each Assignee an HSS Warrant exercisable for 10% of the warrant shares corresponding to the preferred stock sold on that Closing Date.


  

	 	B.	The parties hereto hereby covenant and agree to take all such action as may be necessary or appropriate in order to carry out the actions set forth herein. 


 

	 	C.	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.


  

	 	D.	This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement, 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.










	 	E.	This Agreement shall inure to the benefit of, and be binding upon the successors and assigns of each of the parties hereto, including any transferees of the Warrants.


  

	 	F.	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. 

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

					
	Stanford International Bank, Ltd.	 	“Assignees”
		
	 /S/

	 	 /S/


	By:	 	James M. Davis	 	William R. Fusselmann
	Title:	 	Chief Financial Officer	 	141 Crandon Blvd., #437
	 	 	 	 	Key Biscayne, Florida 33149
			
	 	 	 	 	 /S/


	 	 	 	 	 Daniel T. Bogar

	 	 	 	 	 1016 Sanibel Drive

	 	 	 	 	 Hollywood, Florida 33021

			
	 	 	 	 	 /S/


	 	 	 	 	 Ronald M. Stein

	 	 	 	 	 6520 Allison Road

	 	 	 	 	 Miami Beach, Florida 33141

			
	 	 	 	 	 /S/


	 	 	 	 	 Osvaldo Pi

	 	 	 	 	 6405 SW 104th Street

	 	 	 	 	 Pinecrest, Florida 33156

			
	 	 	 	 	 /S/


	 	 	 	 	 Charles M. Weiser

	 	 	 	 	 3521 N. 55th Avenue

	 	 	 	 	 Hollywood, Florida 33021