LINE OF CREDIT AGREEMENT


This Line of Credit Agreement (this “Agreement”) is
made and entered into effective as of March 12, 2009 (the “Effective Date”) by
and among HC Innovations, Inc., a Delaware corporation (the “Borrower”) and The
Kenneth D. Lamé Living Trust, Welwyn Management Company and Brahma Finance
(BVI) Limited (collectively, the “Lenders”). 


1. Commitments to Lend.


          During
the Commitment Period each Lender severally agrees, on the terms and conditions
set forth in the Agreement, to make Advances to the Borrower from time to time
in amounts such that the aggregate principal amount of Advances by such Lender
at any one time outstanding does not exceed the amount of its Commitment. Each
Advance under this Agreement shall be made ratably from the several Lenders in
proportion to their Commitments. The Borrower may, on the terms and conditions
set forth in the Agreement, borrow, repay and reborrow at any time during the
Commitment Period. 


2. Borrowing Procedures.


          The
Borrower shall give the Lenders notice not later than 10:00 AM on the date of
each Advance specifying the date of such Advance, which shall be a Business
Day, and the aggregate amount of such Advance. Each requested Advance shall be
made available to the Borrower by drawing on the Lenders’ deposit account
maintained at a bank or other financial institution to be designated by the
Lenders. Each Advance shall be made pursuant to procedures and timing agreed to
between the Borrower and such bank, and shall be subject to dual signature
control as follows:


One Signature from the Borrower: Robert Scott Walker,
CFO or Tina Bartelmay, President & COO; and 


One signature from specified directors of the
Borrower: Kenneth Lamé, Chairman of the Board or Orlo Dietrich, Director.


          The
Borrower shall not request any Advance if an Event of Default shall have
occurred and be continuing, or if an event has occurred, which with the giving
of notice or the lapse of time, or both, would constitute an Event of Default.


3. Purpose.


          The
purpose and sole use of the Line of Credit shall be to satisfy the Borrower’s
bi-weekly payroll. Proceeds from Advances will only be deposited into the
Borrower’s primary payroll account and will not be used for any other purpose.







4. Cleandown and Maturity.


          (a)
Advances must be repaid from time to time such that the Line of Credit must be
fully repaid with no amount outstanding for 8 consecutive Business Days in any
23 consecutive Business Day period. 


          (b)
All Advances must be repaid in full on or before the Maturity Date. The
aggregate unpaid principal amount of all Advances shall not at any time exceed
the Maximum Amount. The Borrower shall make an immediate prepayment in the
event that the aggregate unpaid principal amount of all Advances shall at any
time exceed the Maximum Amount.


5. Interest and Fees.


          The
Borrower shall pay to each Lender:


          (a)
as commitment fees, an amount equal to five-twelfths of one percent (5/12%) per
calendar month or part thereof of the amount of such Lender’s Commitment, minus
such Lender’s pro rata share of any amounts earned on any amounts on deposit in
the account referred to in Section 2 above; provided that such commitment fee
shall not thereby be reduced to less than zero;


          (b)
as interest, an amount equal to five-twelfths of one percent (5/12%) per
calendar month of the principal amount of Advances outstanding from time to
time, based on the actual number of days during which such Advances were
outstanding; and


          (c)
as additional interest, an amount equal to two-twelfths of one percent (2/12%)
per calendar month of the principal amount of Advances outstanding, for such
number of days as the provisions of Section 4(a) are not satisfied. 


          All
amounts of commitment fees, interest and additional interest shall be paid in
full on a monthly basis, in arrears, no later than the earlier of (i) the fifth
Business Day following the end of the month during which such amounts accrued
and (ii) the Maturity Date. Any overdue principal, interest or other amounts
payable hereunder shall bear interest, payable on demand, equal to an
additional five percent (5%) of the amount payable. Whenever any payment to be
made hereunder shall be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of time
shall in each case be included in the computation of the interest and other
amounts payable hereunder.


6. Notes.


          Prior
to any Advances being made, the Borrower shall execute and deliver to each of
the Lenders a Note for the principal amount of such Advances. Each Note shall
serve as a master note to evidence all Advances made to such Lender. Lender
shall record (a) the principal amount of each Advance and the interest rate
applicable thereto, and (b) the amount of any principal, interest or other
payment and the applicable dates with respect thereto, by such method as such
Lender may generally employ; provided that failure to make any such entry shall
in no


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way detract from Borrower’s obligations hereunder or
under the Notes. The aforesaid information with respect to the Advances set
forth on the records of each Lender shall be rebuttably presumptive evidence of
the principal, interest and other amounts owing and unpaid on such Note.


7. Guaranties and Security.


          This
Agreement and each Note are entitled to the ratable and pari passu benefit of
that certain Guarantee and Amended and Restated Security Agreement referred to
in the Senior Notes Agreement granted by the Borrower and the Subsidiary
Guarantors (as defined therein) in favor of the Noteholders identified therein,
pursuant to which the Borrower and such Subsidiary Guarantors have guarantied
the Borrower’s obligations thereunder and pursuant to which the Noteholders
identified therein have been granted a security interest in certain collateral.
This Agreement and the Notes shall be subject to the terms and conditions set
forth in such Guarantee and Amended and Restated Security Agreement.


8. Conversion Right.


          If
any amounts remain outstanding under this Agreement or the Notes on or after
the Maturity Date, each Lender shall have the option to convert such
outstanding amounts into shares of the Borrower’s common stock, par value
$0.001, upon the same terms and subject to the same conditions applicable to
“Amended Notes” as set forth in the Senior Notes Agreement.


9. Events of Default; Remedies.


          Upon
the occurrence of an Event of Default and at all times thereafter, at the
option of any Lender (but automatically with respect to any Event of Default
resulting from the insolvency or bankruptcy of Borrower), all Obligations shall
become immediately due and payable, any Lender may terminate the Line of Credit
and no further Advances may be requested by the Borrower. In addition, each
Lender may apply or setoff any amounts owed by it to the Borrower against all
Obligations, all without any notice to or demand upon the Borrower, in addition
to any other rights and remedies such Lender may have pursuant to law or
equity, this Agreement, any Note and any other instruments or agreements, which
rights and remedies shall be cumulative.


10. Costs and Expenses; Indemnification.


          (a)
The Borrower agrees to pay on demand all reasonable costs and expenses of each
Lender, including, but not limited to, reasonable attorneys’ fees and expenses,
in connection with the preparation, negotiation and closing of this Agreement
and the Notes, and the collection of the Obligations.


          (b)
The Borrower agrees to defend, indemnify and hold harmless each Lender from and
against any and all liabilities, damages, penalties, actions, judgments, suits,
costs or expenses (including reasonable attorneys’ fees) that may be imposed
on, incurred by or asserted against such Lender in connection with any
investigative, administrative or judicial proceeding (whether 


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or not such Lender shall be designated a party
thereto) or any other claim by any Person relating to or arising out of this
Agreement or any Note, the Borrower or any Advance; provided that no Lender
shall not have the right to be indemnified under this paragraph as a result of
such Lender’s own gross negligence or willful misconduct.


11. Miscellaneous.


          This
Agreement shall bind the Borrower and the Borrower’s successors and assigns and
shall inure to the benefit of each Lender and such Lender’s successors and
assigns. The Borrower may not assign or otherwise transfer any of its rights
under this Agreement without the express written consent of each Lender. All
provisions hereof shall be subject to, governed by, and construed in accordance
with New York law, without regard to principles of conflicts of laws.
Unenforceability of any provision hereof or any application of any provision
hereof shall not affect the enforceability of any other provision or
application of any other provision. This Agreement constitutes a final written
expression of all of the terms of this instrument, is a complete and exclusive
statement of those terms and supersedes all oral representations, negotiations
and prior writings, if any, with respect to the subject matter hereof. The
relationship between the Borrower and the Lenders with respect to this
Agreement is and shall be solely that of debtor and creditor, respectively, and
no Lender shall have any fiduciary obligation toward the Borrower with respect
to this Agreement or the transactions contemplated hereby. Any amendment or
waiver hereof or any waiver of any right or remedy otherwise available must be
in writing and signed by the party against whom enforcement of the amendment or
waiver is sought. This Agreement may be executed by facsimile signature, and
when so executed, the facsimile copy shall be effective as an original.


12. Defined Terms.


          For
the purposes of this Agreement, the following terms shall have the following
meanings:


          “Advance”
means any loan made by any Lender to the Borrower pursuant to the Line of
Credit.


          “Business
Day” means any day that is not a Saturday, Sunday or other day on which
national banks are authorized or required to close in New York City.


          “Commitment”
means, for each of the Lenders, $170,000, for an aggregate commitment for all
Lenders equal to the Maximum Amount.


          “Commitment
Period” means the period commencing on the date hereof and ending on the
Maturity Date.


          “Dollar”
or the sign $ means lawful money of the United States of America.


          “Event
of Default” means the occurrence of any of the following events: (a)
the failure of the Borrower to pay any principal, interest or other amoutn
hereunder or perform any Obligation


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when it becomes due and payable; (b) any condition or
event that any Lender determines has or is reasonably likely to have a material
adverse effect on the business, prospects, operations or financial condition of
the Borrower or on the rights and remedies of such Lender under this Agreement
of its Note, or the ability of the Borrower to perform its obligations
hereunder or under any other document executed in connection herewith; (c)
breach by the Borrower of any provision, agreement, representation, warranty or
covenant set forth in this Agreement, in any other instrument, document or
agreement evidencing or relating to any Obligation, or in any mortgage deed,
assignment, pledge or security agreement given as or evidencing security for
any Obligation of the Borrower; (d) if a default, event of default, or an event
with which the passage of time or giving of notice or both would constitute a
default, shall occur under any document evidencing or executed in connection
with any obligation of the Borrower for borrowed money; (e) dissolution,
termination of existence, insolvency, business failure or appointment of a
receiver of the Borrower or any part of the property of the Borrower;
(f) assignment for the benefit of creditors by the Borrower;
(g) failure or inability of the Borrower to pay its debts as they come
due; (h) the commencement of any proceedings under any bankruptcy or
insolvency laws by or against the Borrower; or (i) any judgment, attachment,
execution, or similar process is rendered, issued, or levied against the
Borrower or any material amount of the property of the Borrower, and is not
fully satisfied, released, vacated, or bonded within thirty (30) days after its
rendering, issue or levy.


          “Line
of Credit” means the line of credit established by the Lenders for the Borrower
pursuant to which the Borrower may request Advances up to the Maximum Amount,
as such Line of Credit may be from time to time modified, replaced or renewed.


          “Maturity
Date” means May 31, 2009.


          “Maximum
Amount” means five hundred ten thousand Dollars ($510,000).


          “Note”
means a Promissory Note in the form attached hereto.


          “Obligation”
means any present or future obligation, indebtedness or liability of the
Borrower owed to any Lender, of whatever kind and however evidenced, together
with all extensions, renewals, amendments, restatements and substitutions thereof
or therefor (including, without limitation, each payment of principal or
interest on each Advance or any fee or other amount payable under this
Agreement or pursuant to any Note.


          “Person”
means an individual, sole proprietorship, partnership, joint venture,
unincorporated organization, corporation, limited liability company, unlimited
liability company, institution, trust, estate, government or other political
subdivision thereof or any other entity.


          “Senior
Notes Agreement” means that certain Securities Amendment and Purchase Agreement
dated as of December 23, 2008 by and among the Borrower and the Noteholders
identified therein.


[Remainder of this
page intentionally left blank.]


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PROMISSORY NOTE


	
 

	
 


	
$______________

	
March __, 2009


	
 

	
New York, New York





          FOR
VALUE RECEIVED, the undersigned, HC Innovations, Inc., a Delaware corporation
(the “Borrower”) promises to pay to the order of ______ (the “Lender”) at its
address at ______, or at such other place as Lender shall designate, the
principal sum of ______________________ DOLLARS ($____________), or the
aggregate unpaid principal amount of all Advances made by the Lender to the
Borrower pursuant to the Line of Credit Agreement referred to below, whichever
is less, in lawful money of the United States of America, on the Maturity Date.
The Borrower promises to pay interest and other amounts on the unpaid principal
amount of each such Advance on the dates and at the rate or rates provided for
in the Line of Credit Agreement.


          The
Lender shall record (a) the principal amount of each Advance and the interest
rate applicable thereto, and (b) the amount of any principal, interest or other
payment and the applicable dates with respect thereto, by such method as such
Lender may generally employ; provided that failure to make any such entry shall
in no way detract from Borrower’s obligations hereunder of under this Note.


          This
Promissory Note is one of the Notes referred to in the Line of Credit Agreement
dated as of March __, 2009 among the Borrower and the Lenders listed on the
signature pages thereof (as the same may be amended from time to time, the
“Line of Credit Agreement”). Terms defined in the Line of Credit Agreement are
used herein with the same meanings. Reference is made to the Line of Credit
Agreement for provisions for the acceleration of the maturity hereof. 


          Borrower
waives presentment, demand, notice, protest and all other demands and notices
in connection with delivery, acceptance, performance, default or enforcement of
this Note.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
HC INNOVATIONS, INC.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Title: 

	
 

	
 


	
 

	
 

	
 

	
 

	






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