Instrument of Warrant Repricing between Health Systems Solutions, Inc. and Stanford Venture Capital Holdings, Inc.

Summary

Health Systems Solutions, Inc. and Stanford Venture Capital Holdings, Inc. have agreed to modify the terms of certain warrants previously issued to purchase company stock. As part of a new financing arrangement, the exercise price for these warrants is reduced to $0.001 per share. All other terms of the warrants remain unchanged. This repricing is provided as additional consideration for Stanford's agreement to purchase Series B Convertible Preferred Stock from the company.

EX-10.3 6 ex10-3.txt INSTRUMENT OF WARRANT REPRICING EXHIBIT 10.3 INSTRUMENT OF WARRANT REPRICING ------------------------------- Reference is made to those certain Warrants (the "Warrants"), to purchase an aggregate of 1,880,342 shares of the common stock, $.001 par value per share ("Common Stock"), of Health Systems Solutions, Inc., a Nevada corporation (the "Company") issued to such persons and in such numbers as outlined in Schedule A attached hereto. Capitalized terms not defined herein shall have the meaning given to them in the Securities Purchase Agreement the "Securities Purchase Agreement"), dated as of October 16, 2002, by and among the Company, the stockholders of the Company listed on the signature page attached thereto and Stanford Venture Capital Holdings, Inc., a Delaware corporation ("Stanford"). WHEREAS, the Company has determined it to be in its best interest to secure additional financing by selling 2,500,000 shares of its Series B $0.80 Convertible Preferred Stock for an aggregate purchase price of $2,000,000, pursuant to, and in accordance with, the terms of a Series B Securities Purchase Agreement dated as of April 30, 2003 and entered into by and between the Company and Stanford (the "Securities B Securities Purchase Agreement"); and WHEREAS, as further consideration for Stanford entering into the Series B Securities Purchase Agreement, the Company has agreed to reprice the Warrants. NOW THEREFORE, for value received, the Company hereby agrees that each share of Common Stock represented by the Warrants (the "Warrant Shares") shall be exercisable at an exercise price per Warrant Share of $0.001 in accordance with the terms of this Warrant Agreement. Except as modified hereby, the terms and provisions of the Warrants remain in full force and effect Date: April 30, 2003 Health Systems Solutions, Inc. By: /S/BRIAN M. MILVAIN ------------------- Name: Brian M. Milvain Title: President SCHEDULE A ----------