Exhibit 10.4


WAIVER
TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT


          THIS WAIVER
TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Waiver”) is
entered into as of October 19, 2009 by and among HC INNOVATIONS, INC., a
Delaware corporation (the “Company”), and the NOTEHOLDERS identified on
the signature pages hereto (each, a “Noteholder” and collectively, the “Noteholders”).


RECITALS


          WHEREAS,
the Company and the Noteholders entered into a Securities Amendment and
Purchase Agreement (as previously amended, the “Securities Amendment and
Purchase Agreement”) dated as of December 23, 2008;


          WHEREAS,
the Company proposes to issue to Brahma Finance (BVI) Limited a Senior Secured
Note (the “Senior Secured Note”) of even date herewith, in the principal amount
of $2,400,000, the proceeds of which will be used by the Company for general
corporate purposes; and


          WHEREAS,
in connection with the Senior Secured Note, the parties hereto propose to waive
certain provisions of the Securities Amendment and Purchase Agreement as
hereinafter set forth.


          NOW,
THEREFORE, in consideration of the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the parties agree as follows:


          1.          Definitions.
Capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Securities Amendment and Purchase Agreement.
In addition, the term “Senior Secured Note”, shall mean the Senior
Secured Note dated as of October 19, 2009 issued by the Company to Brahma
Finance (BVI) Limited when used in the Securities Amendment and Purchase
Agreement.


          2.          Amendment
of Section 8.12 of the Securities Amendment and Purchase Agreement. Section
8.12 of the Securities Amendment and Purchase Agreement is amended by inserting
the word “;and” following clause (c) thereof and adding a new clause (d) as
follows:


          “(d) the
Senior Secured Note.”


          3.           Amendment
of Section 8.13 of the Securities Amendment and Purchase Agreement. Section
8.13 of the Securities Amendment and Purchase Agreement is amended by adding
the words “the Senior Secured Note” immediately before the words “and Permitted
Liens.”


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          4.          Governing
Law. All questions concerning the construction, interpretation and validity
of this Waiver shall be governed by and construed and enforced in accordance
with the law of the State of New York, without giving effect to any choice or
conflict of law provision or rule that would cause the application of the law
of any jurisdiction other than the State of New York.


          5.          Counterparties;
Effectiveness. This Waiver may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement. Counterparts
transmitted by facsimile may be treated as an original instrument and relied
upon for all purposes as such. This Waiver shall become effective on the date
on which counterparts hereof have been executed and delivered by the Company
and the Required Noteholders.


          6.          Miscellaneous.
The parties hereto agree and acknowledge that nothing contained in this Waiver
in any manner or respect limits or terminates any of the provisions of the
Securities Amendment and Purchase Agreement, other than as expressly set forth
herein and further agree and acknowledge that the Securities Amendment and
Purchase Agreement remains and continues in full force and effect. If there is
any conflict between the terms and conditions this Waiver and the terms and
conditions of the Securities Amendment and Purchase Agreement, the terms and
conditions of this Waiver shall prevail. Except to the extent expressly set
forth herein, the execution, delivery and effectiveness of this Waiver shall
not operate as an amendment of any right, power or remedy of any party to the
Securities Amendment and Purchase Agreement, nor constitute an amendment of any
provision of the Securities Amendment and Purchase Agreement. On and after the
date of this Waiver, each reference in the Securities Amendment and Purchase
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like
import shall mean and be a reference to the Securities Amendment and Purchase
Agreement as amended hereby.


[Signature pages follow. The remainder of
this page is intentionally left blank.]


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          IN
WITNESS WHEREOF, each of the undersigned has caused this Waiver to be duly
executed and delivered as of the date first above written.


COMPANY:


HC INNOVATIONS, INC.


	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
 Name: John
 Randazzo

 
	
 Title:
 Interim Chief Executive Officer

 



NOTEHOLDERS:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WELWYN MANAGEMENT COMPANY

 	
  

 	
 RICHARD F. DELATER

 
	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	 

 
	
 Name:
 Richard DeLater

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 BRAHMA FINANCE (BVI) LIMITED

 	
  

 	
 JAMES J. BIGL REVOCABLE TRUST

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Name: John
 M. Clapp

 	
  

 	
 Name: James
 J. Bigl

 
	
 Title: Attorney-In-Fact

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
 THE KENNETH D LAMÉ
LIVING TRUST

 	
  

 	
 PACIFIC AERIE HOLDING LLC

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 Name:
 Kenneth D. Lamé

 	
  

 	
 Name: Jon T.
 Lamé

 
	
 Title:
 Trustee

 	
  

 	
 Title:
 Manager

 
	
  

 	
  

 	
  

 
	
 DUSTIN LEFEBVRE


 	
  

 	
 LESLIE S. LEFEBVRE


 
	
  

 	
  

 	
  

 
	 

 	
  

 	 

 













	
  

 	
  

 	
  

 
	
 PAUL B. LEFEBVRE


 	
  

 	
 RAYMOND MARKMAN, as Assignee of 

 MCCORKLE COURT REPORTERS, INC.


 
	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
 VI TILPAK


 	
  

 	
 ADAM LEFEBVRE


 
	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
 RYAN LEFEBVRE


 	
  

 	
 JEROME ADLER