Exhibit 10.1

                              SEPARATION AGREEMENT

        This Separation  Agreement (the "Agreement") is made effective as of the
31st day of December, 2007 (the "Effective Date") between HC Innovations,  Inc.,
a Delaware corporation (the "Company"), and Jeffrey L. Zwicker ("Zwicker").

                                    RECITALS

        A.      Zwicker has been Chief Financial Officer of the Company from May
2005 until the Effective Date.

        B.      Zwicker is retiring  from the  Company  and  thereby  ending his
employment  relationship with the Company and is concurrently resigning as Chief
Financial Officer of the Company and from all officer and other positions he has
with the Company and its affiliates.

        C.      In  recognition of the  substantial  past services of Zwicker to
the  Company  and  Zwicker's   willingness  to  provide  the  Company  with  the
non-competition  and related  covenants  provided herein,  the parties desire to
amicably  conclude  Zwicker's  employment with the Company and its affiliates on
the terms set forth in this Agreement.

        In consideration of the mutual promises contained in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the undersigned parties, intending to be legally bound, agree
as follows:

                                   AGREEMENTS

        1.      RETIREMENT;  RESIGNATION FROM OFFICER POSITIONS.  Zwicker hereby
resigns as Chief Financial Officer of the Company and from all officer and other
positions  he has with the  Company and its  affiliates,  in each case as of the
Effective  Date.  Any  employment  relationship  he has with the Company and its
affiliates is also concluded as of the Effective Date.

        2.      SEVERANCE PAYMENTS.  Subject to Zwicker's continuing  compliance
with all the terms of this Agreement, the Company shall pay Zwicker an aggregate
of $100,000, representing six (6) months of Zwicker's current salary of $200,000
(the  "Severance").  The  Severance  shall be payable in  twenty-six  (26) equal
semi-monthly  installments  in accordance with the Company's  customary  payroll
practices and shall be reduced by all  appropriate  tax  withholdings  and other
customary payroll deductions.

        3.      MEDICAL  INSURANCE.  For a period of twelve (12) months from the
Effective  Date,  the Company  shall  either  continue to provide  Zwicker  with
coverage  under  the  Company's  current  medical  and  dental  insurance  plans
(collectively,  "Medical  Insurance")  or,  in the  event  Zwicker  shall not be
eligible for such coverage,  pay the cost of COBRA  coverage for Zwicker,  which
coverage shall be substantially  equivalent to the Medical Insurance, for twelve
(12) months.  Zwicker is responsible for complying with all terms and conditions
of any such  insurance  plan except for timely  payments of the  premium,  which
shall be the sole responsibility of the Company.
<PAGE>


        4.      CONDITIONS TO SEVERANCE AND MEDICAL INSURANCE.

        (a)     The  Severance  payment  provided  in  Section  2,  the  Medical
Insurance or COBRA payments provided in Section 3 shall continue only until such
time as Zwicker  shall  perform any  services  for a  "Competing  Business"  (as
defined in Section 5), without having  received the prior written consent of the
President of the Company.  The rendering of consulting or other  services to any
Competing Business, without first having obtained prior written consent for such
activity  from the  President  of the  Company,  shall  entitle  the  Company to
terminate all remaining Severance  payments,  Medical Insurance or COBRA benefit
payments.

        (b)     The severance obligations of the Company set forth in Sections 2
and 3 herein shall constitute the total payment and severance  obligations under
this  Agreement.  Zwicker  understands  and  warrants  that no monetary or other
benefit  other  than as set  forth  in  Sections  2 and 3 is or  shall be due or
claimed to be due from the Company.

        5.      RESTRICTIVE COVENANTS.

        (a)     Zwicker  hereby  covenants  and agrees with the Company that, in
consideration  for the payments and other valuable  consideration to be provided
to Zwicker  under this  Agreement,  for a period  (the  "Restricted  Period") of
thirty-six (36) months from the Effective Date,  Zwicker shall not,  without the
prior written  consent of the President of the Company  (which consent shall not
be unreasonably withheld),  either directly or indirectly, on his own account or
as an executive,  consultant, agent, partner, joint venturer, owner, director or
shareholder  of  any  other  person,  firm,  corporation,  partnership,  limited
liability company or other entity:

                (i)     Perform   services  for  any  Competing   Business,   as
        hereinafter defined,  that are substantially similar in whole or in part
        to those that he performed for the Company, including specifically,  but
        not limited to,  participating in the financing or executive  management
        of a business providing specialty disease and care management focused on
        caring  for  small   populations   of   medically   unstable  and  frail
        individuals.  For  purposes  of  this  Agreement,  the  term  "Competing
        Business"  shall mean any entity  engaged  in the  research,  financing,
        development,  marketing  or sale of products  or  services  which are or
        would be competitive  with those products and services being marketed by
        the Company at the Effective Date. This covenant shall apply only within
        the  "Territory"  that is  defined  as the fifty  states  of the  United
        States.  Zwicker  recognizes  and agrees  that in his  capacity as Chief
        Financial  Officer of the Company,  his duties  extended  throughout the
        entire service area of the Company,  which includes,  at a minimum,  the
        fifty  states of the United  States and that,  because of the  executive
        nature of Zwicker's  position  with the Company,  in order to afford the
        Company  protection  from unfair  competition  by Zwicker  following his
        resignation,  this covenant must extend throughout the stated Territory.
        Zwicker  further  acknowledges  that this covenant does not prohibit him
        from  engaging in his entire trade or business,  but only a very limited
        segment of the specialty disease care management industry. This covenant
        also shall not  prohibit  Zwicker  from owning up to five (5) percent of
        the  common  stock  of  any  publicly  traded  specialty   disease  care

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<PAGE>


        management company for investment  purposes,  which investment shall not
        be deemed,  in and of itself, to be a violation of this Section 5(a)(i);
        or

                (ii)    Solicit any current  employee,  supplier,  customer,  or
        client of the Company with whom  Zwicker  dealt on behalf of the Company
        within  the year  preceding  the  Effective  Date,  for the  purpose  of
        researching,  financing,  developing or purchasing, selling or marketing
        products  or  services  which  are or would be  competitive  with  those
        products or services marketed by the Company at the Effective Date.

        (b)     Zwicker  acknowledges  and  agrees  that  breach  by  him of the
provisions  of this Section 5 shall  entitle the  Company,  at its option and in
addition to any other remedies available to it at law or in equity, to terminate
this  Agreement,  including,  but not limited to,  termination  of the remaining
payments  and  benefits,  if any, to be made to Zwicker  under  Sections 2 and 3
hereof.  Said termination  shall not negate or affect the release of claims made
by Zwicker under Section 6(a),  which shall remain in full force and effect.  If
the Company should elect to terminate the remaining  payments and benefits to be
made to Zwicker in the event of Zwicker's breach of this Section 5, however,  it
agrees that the restrictive  covenants  contained in this Section 5 shall,  from
that point in time, no longer be in effect.

        6.      MUTUAL RELEASE OF CLAIMS.

        (a)     Zwicker,  and anyone  claiming  through  Zwicker or on Zwicker's
behalf,  agree to release the Company and the other Released Parties (as defined
below) with respect to any and all claims,  whether  currently known or unknown,
that Zwicker now has, has ever had, or may ever have against the Company and any
of the other Released  Parties  arising from or related to any  agreement,  act,
omission,  or thing  occurring  or existing  at any time prior to the  Effective
Date.  Without limiting the foregoing,  the claims released by Zwicker hereunder
include, but are not limited to:

                (i)     All  claims  for  or  related  in any  way to  Zwicker's
        employment,  compensation,  other terms and conditions of employment, or
        termination  from  employment  with  the  Company,   including   without
        limitation  all claims for  salary,  bonus,  severance  pay,  vesting of
        options or any other compensation or benefit whether under an employment
        agreement,  any other agreement,  any Company policy, plan or program or
        otherwise;

                (ii)    All  claims  that were or could  have been  asserted  by
        Zwicker or on  Zwicker's  behalf:  (a) in any federal,  state,  or local
        court,  commission,  or agency;  (b) under any common law theory; or (c)
        under any  employment,  contract,  tort,  federal,  state, or local law,
        regulation, ordinance, constitutional provision, or executive order; and

                (iii)   All  claims  that were or could  have been  asserted  by
        Zwicker or on Zwicker's  behalf arising under any of the following laws,
        as amended from time to time: the Age  Discrimination in Employment Act,
        Title  VII  of  the  Civil  Rights  Act  of  1964,  the  Americans  with
        Disabilities  Act,  the Employee  Retirement  Income  Security  Act, the
        Family and  Medical  Leave Act,  the Worker  Adjustment  and  Retraining
        Notification  Act,  or any other  related  laws,  rules and  regulations
        enacted in the State of Connecticut.

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<PAGE>


        (b)     The Company and the Released  Parties  agree to release  Zwicker
and his heirs and assigns with respect to any and all claims,  whether currently
known or unknown,  that the Company and the Released Parties now have, have ever
had, or may ever have against  Zwicker arising from or related to any agreement,
act, omission, or thing occurring or existing at any time prior to the Effective
Date.  The only  exception  shall be that this  release  shall not  prohibit the
Company with respect to any criminal or fraudulent  acts or omissions by Zwicker
that are unknown by the Company as of the Effective Date.

        (c)     The term "Released Parties" as used in this Agreement  includes:
(i)  the  Company  and  its  past,  present,  and  future  parents,   divisions,
subsidiaries,  partnerships,  affiliates, and other related entities (whether or
not they are wholly  owned);  and (ii) the past,  present,  and  future  owners,
trustees,  fiduciaries,   administrators,   shareholders,  directors,  officers,
partners, agents, representatives, members, associates, employees, and attorneys
of each  entity  listed in  subpart  (i)  above;  and  (iii)  the  predecessors,
successors, and assigns of each entity listed in subparts (i) and (ii) above.

        (d)     The parties  acknowledge and agree that the releases provided in
this  Section 6 shall not apply to (i)  breaches of the terms of this  Agreement
(ii)  vested  benefits  under  any  employee  welfare  plan,  including  without
limitation,   401(k),   health   and   welfare   plans,   (iii)  any  rights  to
indemnification  under  applicable  statutes,  bylaws or contracts which existed
prior  to the  date  of this  Agreement  or as the  same  may in the  future  be
expanded,  and (iv) rights under COBRA,  workmen's  compensation plans and HIPPA
(Health Insurance Protection Portability Act).

        7.      MUTUAL COVENANT NOT-TO-SUE.

        (a)     Zwicker  covenants  and agrees not to file or initiate a lawsuit
against any of the Released Parties in regard to any claims,  demands, causes of
action, suits, damages,  losses and expenses released herein,  arising from acts
or  omissions  of the Company  occurring on or before the  Effective  Date,  and
Zwicker  will ask no other  person or entity to  initiate  such a lawsuit on his
behalf. If Zwicker breaches this covenant and agreement,  the remaining payments
and  benefits,  if any,  to be  paid to  Zwicker  under  Sections  2 and 3 shall
immediately terminate, and Zwicker shall indemnify and hold harmless the Company
and any of the Released  Parties from any and all costs  incurred by any and all
of them,  including their reasonable  attorneys' fees, in defending against such
lawsuit.

        (b)     The  Company  covenants  and  agrees  not to file or  initiate a
lawsuit  against  Zwicker  in regard to any  claims,  demand,  causes of action,
suits,  damages  losses  and  expenses  released  herein,  arising  from acts or
omissions of Zwicker  occurring on or before the Effective Date, and the Company
will ask no other person or entity to initiate such a lawsuit on its behalf. The
only  exception  shall be that this  covenant-not-to-sue  shall not prohibit the
Company with respect to any criminal or fraudulent  acts or omissions by Zwicker
that are  unknown  by the  Company  as of the  Effective  Date.  If the  Company
breaches  this  covenant and  agreement,  the Company  shall  indemnify and hold
harmless  Zwicker  from  any and  all  costs  incurred  by  him,  including  his
reasonable attorneys' fees, in defending against such lawsuit.

        8.      NO PROCEEDINGS  INITIATED.  Zwicker represents and warrants that
neither he nor anyone  acting on his behalf has filed or initiated any charge or
claim  against the Company in any

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<PAGE>


administrative or judicial proceeding.  The Company represents and warrants that
neither it nor anyone  acting on its behalf has filed or initiated any charge or
claim against Zwicker in any administrative or judicial proceeding.

        9.      COVENANTS OF THE PARTIES.

        (a)     Zwicker  agrees that he shall not  disparage  the Company or its
officers, directors, employees,  shareholders,  agents or representatives or its
products or services or products or services in  development,  or otherwise seek
to reduce the good will of the Company or the  reputation  of the Company or its
officers,  directors,  employees,  agents, or  representatives.  The Company, on
behalf of its directors and executive officers,  agrees not to disparage Zwicker
or to act in any way to diminish Zwicker's reputation.

        (b)     Immediately after the Effective Date of this Agreement,  Zwicker
shall deliver to the Company  possession of any and all property owned or leased
by the Company  which may then be in Zwicker's  possession or under his control,
including,  without limitation,  any and all such keys, credit cards, equipment,
supplies,  books, records,  files, computer equipment (with the exception of the
Company's  laptop computer S/N 01189 which will be transferred to Zwicker by the
Company),  computer software and other such tangible and intangible  property of
any description  whatsoever.  If, following the date of this Agreement,  Zwicker
shall  receive  any  mail,  including,  but not  limited  to,  electronic  mail,
addressed  to the  Company or to Zwicker as an officer of the  Company,  Zwicker
shall immediately  deliver or forward such mail,  unopened,  and in its original
envelope or package,  to the Company.  If, following the date of this Agreement,
the Company shall receive any mail,  including,  but not limited to,  electronic
mail,  addressed to Zwicker  individually  and not in his former  capacity as an
officer of the Company,  the Company shall  immediately  deliver or forward such
mail, unopened, and in its original envelope or package, to Zwicker.

        (c)     The Company  hereby agrees to indemnify and hold harmless to the
fullest  extent  provided  therein,  in  accordance  with  Delaware  law and the
Articles of Incorporation  and By-Laws of the Company,  Zwicker from and against
any and all actions, suits, proceedings,  claims, demands,  judgments,  expenses
(including  reasonable  attorney fees),  losses and damages arising or resulting
from Zwicker's performance of his duties as Chief Financial Officer.

        10.     NO VOLUNTARY  ASSISTANCE.  Zwicker  hereby  covenants and agrees
that, except under compulsion of law, he will not voluntarily  assist,  support,
or cooperate  with,  directly or  indirectly,  any entity or person  alleging or
pursuing  any  claim,  administrative  charge,  or cause of action  against  the
Company,   including  without  limitation,   by  providing  testimony  or  other
information,  audio or video recordings,  or documents. If compelled to testify,
nothing  contained  herein  shall in any way inhibit or  interfere  with Zwicker
providing completely truthful testimony or producing documents. In addition, and
notwithstanding  anything elsewhere appearing in this Agreement,  nothing herein
shall prevent or hinder  Zwicker's full  cooperation  with any  investigation or
other proceeding by any federal, state or local governmental agency,  including,
but not limited to, U.S. Securities and Exchange Commission.

        11.     NO ADMISSION OF  LIABILITY.  The parties  agree and  acknowledge
that this  Agreement is a full and complete  compromise of the matters  released
herein between the parties

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<PAGE>


hereto;  that neither the releases nor the  negotiations  for this Agreement and
the settlement embodied herein,  including all statements or communications made
to date, shall be considered admissions by them.

        12.     CONFIDENTIALITY.

        (a)     Zwicker acknowledges that the information, observations and data
that has been  obtained  by him during his  involvement  with the  Company as an
employee  concerning  the business or affairs of the Company  which has not been
released publicly by authorized  representatives  of the Company  ("Confidential
Information") is the property of the Company.  Accordingly,  Zwicker agrees,  on
behalf of himself and any affiliate, that he will not disclose to any person not
authorized by the Company to receive such Confidential  Information,  or use for
his own account, any of the Confidential  Information previously obtained during
his  employment or which is hereafter  obtained  during the term of his advisory
agreement as provided in Section 5 hereof  without the prior written  consent of
the Company,  unless, and to the extent that, the aforementioned matters (i) are
or become  generally known to and available for use by the public otherwise than
as a direct or indirect  result of  Zwicker's  acts or  omissions  to act in the
protection of such  Confidential  Information (ii) are disclosed to Zwicker by a
third party who, to the best  knowledge of Zwicker,  is not thereby in breach of
any duty to the Company or any of its affiliates. Notwithstanding the foregoing,
Zwicker shall be entitled to disclose  Confidential  Information  if required by
law, court order, or similar compulsory  process;  provided,  that Zwicker shall
promptly  notify the Company of any  disclosure  proposed to be made pursuant to
this sentence in order to afford the Company a reasonable opportunity to contest
such disclosure or obtain appropriate  confidentiality  assurances. For purposes
of  this  Agreement,  the  term  "affiliate"  means  any  person,   partnership,
corporation  or  business  entity  controlling,  controlled  by or under  common
control with the Company or Zwicker, as the case may be.

        (b)     Zwicker  acknowledges  that  the  Confidential   Information  is
proprietary  and of value to the Company and,  accordingly,  Zwicker will follow
reasonable  security  practices with regard to the protection and non-disclosure
of the  Confidential  Information.  If  Zwicker  is  required  to  disclose  any
Confidential  Information  in  accordance  with  applicable  law,  Zwicker will,
whenever  possible,  first  provide  to  the  Company  a copy  of  the  proposed
disclosure so that the Company may have a sufficient  opportunity  to review and
comment  thereon and Zwicker  agrees to seek,  at the  Company's  expense,  such
maximum confidential treatment of such disclosure as the Company requests or may
be permitted by applicable law.  Zwicker's  obligations  under this Article will
survive any termination of this Agreement.

        (c)     Zwicker  acknowledges  and  agrees  that  breach  by  him of the
provisions  of this Section 12 shall  entitle the Company,  at its option and in
addition to any other remedies available to it at law or in equity, to terminate
this  Agreement,  including,  but not limited to,  termination  of the remaining
payments  and  benefits,  if any, to be made to Zwicker  under  Sections 2 and 3
hereof.  Said termination  shall not negate or affect the release of claims made
by Zwicker  under  Section  6(a).  If the Company  should elect to terminate the
remaining  payments and benefits to be made to Zwicker in the event of Zwicker's
breach of this Section 12, however, it agrees that the confidentiality provision
contained  in this  Section 12 shall,  from that point in time,  no longer be in
effect.

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<PAGE>


        13.     OTHER RIGHTS.

        (a)     Zwicker is advised to seek legal counsel  regarding the terms of
this Agreement.  Zwicker acknowledges that he has sought legal counsel regarding
the terms and effect of this Agreement.

        (b)     Zwicker  acknowledges  that this  Agreement  releases only those
claims which exist as of the Effective Date.

        14.     JURISDICTION/CHOICE  OF FORUM.  This  Agreement,  including  its
interpretation  or  performance,  or any  controversy or dispute  (including any
statutory claim) arising out of or otherwise related to this Agreement, shall be
governed  by,  and  construed  in  accordance  with,  the  laws of the  State of
Connecticut without giving any force or effect to the provisions of any conflict
of law rule thereof.  The parties  further agree that any controversy or dispute
(including  any  statutory  claim)  arising out of or otherwise  related to this
Agreement  shall be tried  exclusively in the state courts of Fairfield  County,
Connecticut.

        15.     ADVICE OF  ATTORNEYS.  The  parties  acknowledge  that they have
fully  read,  understood  and  unconditionally  accepted  this  Agreement  after
consulting  with their  attorneys or having the  opportunity  to consult with an
attorney,  and  acknowledge  that this  Agreement is mutual and binding upon all
parties hereto regardless of the extent of damages allegedly  suffered by any of
the parties hereto.

        16.     COUNTERPARTS.  This  Agreement  may  be  signed  in  counterpart
originals  with the same  force and  effect  as if  signed in a single  original
document.

        17.     COOPERATION OF THE PARTIES.  The parties to this Agreement agree
to cooperate  fully and to execute any and all  supplementary  documents  and to
take all  additional  actions that may be necessary or  appropriate to give full
force and  effect  to the basic  terms  and  intent  of this  Agreement  and the
settlement  embodies herein.  Zwicker further agrees to fully cooperate with the
Company in any and all pending or future investigations, inquiries or litigation
whether in any  judicial,  administrative,  or public,  quasi-public  or private
forum, in which the Company is involved or may become  involved,  whether or not
Zwicker  is a  defendant  in  such  investigations,  inquiries,  proceedings  or
litigation.  Zwicker shall provide truthful and accurate  testimony,  background
information,  and other support and  cooperation  as the Company may  reasonably
request. The Company will compensate Zwicker for all reasonable travel and other
out-of-pocket  expenses  incurred by him in  assisting  the  Company  under this
Section 17 upon submission of supporting  documentation reasonably acceptable to
the Company.

        18.     MODIFICATION  IN WRITING  ONLY.  Neither this  Agreement nor any
provision  of this  Agreement  may be modified or waived in any way except by an
agreement in writing  signed by each of the parties  hereto  consenting  to such
modification or waiver.

        19.     CONSTRUCTION OF THIS AGREEMENT. The parties agree that they each
have participated in the drafting of this Agreement, and that, as a result, this
Agreement shall not be construed in favor of or against any party hereto.

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<PAGE>


        20.     HEADINGS AND  CAPTIONS.  The  headings and captions  used in the
Agreement are for  convenience  of reference  only,  and shall in no way define,
limit,  expand, or otherwise affect the meaning or construction of any provision
of this Agreement.

        21.     REMEDIES.  Zwicker agrees that money damages  cannot  adequately
compensate the Company in case of a breach or threatened breach of the covenants
contained  in  Sections  5 or 12 and that,  accordingly,  the  Company  would be
entitled to injunctive relief upon such breach.  Zwicker  understands that it is
the  Company's  intent to have the  covenants  contained  in  Sections  5 and 12
enforced to their  fullest  extent.  Accordingly,  Zwicker and the Company agree
that,  if any  portion of the  restrictions  contained  in  Sections 5 or 12 are
deemed  unenforceable,  the court shall construe and enforce these  covenants to
the fullest extent permitted by law.

        22.     NOTICES. Any and all notices necessary or desirable to be served
hereunder shall be in writing and shall be

        (a)     personally delivered, or

        (b)     sent  by  certified  mail,   postage  prepaid,   return  receipt
requested,  or guaranteed overnight delivery by a nationally  recognized express
delivery  company,  in each case  addressed  to the  intended  recipient  at the
address set forth below.

        (c)     For notices sent to the Company:

                             HC Innovations, Inc.
                             10 Progress Drive, Suite 200
                             Shelton, CT 06484
                             Attention:  President

        (d)     For notices sent to Zwicker:

                             To the address on file with the Company

Either party hereto may amend the addresses for notices to such party  hereunder
by delivery of a written  notice  thereof  served upon the other party hereto as
provided  herein.  Any notice sent by certified  mail as provided above shall be
deemed  delivered on the third (3rd)  business day next  following  the postmark
date which it bears.

        23.     BINDING  AGREEMENT.  This  Agreement  shall be binding  upon and
inure to the benefit of the parties hereto, jointly and severally, and the past,
present  and  future  heirs,  executors,   administrators,   agents,  executors,
servants,   attorneys,   affiliated  persons  and  entities,   predecessors  and
successors in interest and assigns,  regardless of form,  trustees in bankruptcy
or  otherwise,  and any  other  representative  or entity  acting on behalf  of,
pursuant to, or by virtue of the rights of each.

        24.     NON-ASSIGNABILITY:  ASSIGNMENT  IN THE EVENT OF  ACQUISITION  OR
MERGER.  This  Agreement,  and the  benefits  hereunder  are not  assignable  or
transferable  by Zwicker,  and the rights and  obligations  of the Company under
this Agreement will automatically be deemed to be assigned by the Company to any
corporation or entity acquiring all or substantially  all of the

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assets or stock of the  Company  or of any  corporation  or entity  with or into
which the Company may be merged or consolidated;  provided, however, that in the
event of Zwicker's  death,  the Company  shall make such payments as may then be
due and owing to Zwicker, if any, to Zwicker's estate.

        25.     ENTIRE AGREEMENT.  This Agreement  contains the entire agreement
of the parties  concerning the subject matter hereof,  and is intended and shall
be construed as an integrated  agreement.  Each party understands,  acknowledges
and hereby  represents and warrants that this  Agreement  supersedes any and all
prior or  contemporaneous  understandings,  agreements,  representations  and/or
promises,  whether oral or written,  which are not expressly set forth herein or
expressly  referred  to in  this  Agreement,  and no  understanding,  agreement,
representation,  warranty,  promise or inducement  has been made  concerning the
subject matter of this Agreement other than as set forth in this Agreement,  and
that each party enters into this Agreement without any reliance  whatsoever upon
any understanding,  agreement, representation, warranty or promise not set forth
herein.

        26.     SEVERABILITY.   Should  any  provision  of  this   Agreement  be
determined to be illegal or unenforceable,  such determination  shall not affect
the validity or enforceability of any other provision of this Agreement.

        27.     COUNSEL FEES. The Company shall promptly  reimburse  Zwicker for
the fees and  expenses of his legal  counsel  with respect to the review of this
Agreement, in an amount not to exceed $2,000.

                            [signature page follows]

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<PAGE>


        IN WITNESS WHEREOF, the undersigned have executed this Separation
Agreement as of the Effective Date set forth above.



                                          /s/ Jeffrey L. Zwicker
                                          ----------------------
                                          Jeffrey L. Zwicker

                                          Date:   December 20, 2007



                                          HC Innovations, INC.


                                          By: /s/ David Chess, MD
                                              -------------------
                                                  Name: David Chess, MD
                                                  Title: Chief Executive Officer

                                          Date:   December 20, 2007