Exhibit 10.1












                             SUBSCRIPTION AGREEMENT

                                     FOR THE

                            PURCHASE OF SECURITIES OF

                              HC INNOVATIONS, INC.

                                  MAY 22, 2007







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                              HC INNOVATIONS, INC.

              SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIES

         HC  INNOVATIONS,  INC.,  a Delaware  corporation  (the  "COMPANY"),  is
offering (this  "OFFERING")  for sale to certain  "ACCREDITED  INVESTORS" as the
term is defined under Regulation D promulgated under the Securities Act of 1933,
as amended (the "Act"),  1,666,667 shares of its Common Stock,  $0.001 par value
per share (the "COMMON STOCK") and warrants to purchase 833,333 shares of Common
Stock (the "WARRANTS").

         WHEREAS,  the  Company is  offering  for sale  1,666,667  shares of its
Common  Stock and  Warrants to purchase  833,333  shares of its Common  Stock to
certain of the Company's current shareholders.

         NOW, THEREFORE, IT IS HEREBY AGREED:

                 PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

(a) The  undersigned  investor agrees to purchase at the Closing and the Company
agrees to sell and issue at the Closing (but reasonably thereafter in connection
with the issuance of the Common Stock) ______________ shares of Common Stock and
Warrants  to  purchase   ___________   shares  of  Common  Stock,  for  a  total
subscription amount of $____________ (the "SUBSCRIPTION  AMOUNT"), or a purchase
price of $3.00 per share of Common Stock.

                             SUBSCRIPTION PROCEDURES

         (a)   To subscribe, the undersigned must:

               (i)   complete and sign this Subscription Agreement;

               (ii)   complete   and   sign   the   accompanying    Confidential
                      Prospective Purchaser Questionnaire; and

               (iii)  complete  and sign the  accompanying  Registration  Rights
                      Agreement  (Subscription  Agreement,   together  with  the
                      Confidential  Prospective Purchaser  Questionnaire and the
                      Registration Rights Agreement  collectively referred to as
                      the "SUBSCRIPTION DOCUMENTS");

               return the completed and signed Subscription  Documents on behalf
               of the Company at the following address:

                               Gersten Savage LLP
                         600 Lexington Avenue, 9th Floor
                             New York, NY 10022-6018
                          Attn: Peter J. Gennuso, Esq.



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             (IV)     WIRE THE FUNDS TO:

                        -------------
                      -----------------

         (b) The purchase  and sale of the Common Stock and Warrants  shall take
place remotely via the exchange of documents and signatures,  at 10:00 a.m. (New
York time),  on the date hereof,  or at such other time and place as the Company
and the  undersigned  mutually agree upon,  orally or in writing (which time and
place are designated as the "CLOSING").

         PROSPECTIVE  INVESTORS SHOULD RETAIN THEIR OWN PROFESSIONAL ADVISORS TO
REVIEW AND EVALUATE THE ECONOMIC,  TAX, AND OTHER  CONSEQUENCES OF AN INVESTMENT
IN THE COMPANY.








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THE  SECURITIES  OFFERED  HEREBY,  HAVE NOT BEEN  FILED  OR  REGISTERED  WITH OR
APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE  "COMMISSION"),  NOR HAS
THE COMMISSION  PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.
NO STATE  SECURITIES LAW  ADMINISTRATOR  HAS PASSED ON OR ENDORSED THE MERITS OF
THIS  OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE  OFFERING  MATERIALS.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IT IS INTENDED  THAT THE  SECURITIES  OFFERED  HEREBY WILL BE MADE  AVAILABLE TO
ACCREDITED INVESTORS,  AS DEFINED IN REGULATION D AND RULE 501 PROMULGATED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT")  AND UP TO  THIRTY-FIVE
NON-ACCREDITED  INVESTORS.  THE  SECURITIES  OFFERED  HEREBY  ARE BEING  OFFERED
PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE ACT AND
APPLICABLE STATE SECURITIES LAWS FOR NONPUBLIC OFFERINGS.  SUCH EXEMPTIONS LIMIT
THE  NUMBER  AND  TYPES OF  INVESTORS  TO WHICH  THE  OFFERING  WILL BE MADE AND
RESTRICT SUBSEQUENT TRANSFERS OF THE INTERESTS.

THE  SECURITIES  OFFERED  HEREBY  SHOULD BE  CONSIDERED  ONLY BY PERSONS WHO CAN
AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT.  INVESTORS WILL BE REQUIRED
TO  REPRESENT  THAT  THEY ARE  FAMILIAR  WITH AND  UNDERSTAND  THE TERMS OF THIS
OFFERING.

NO SECURITIES MAY BE RESOLD OR OTHERWISE  DISPOSED OF BY AN INVESTOR UNLESS,  IN
THE  OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY,  REGISTRATION  UNDER THE
APPLICABLE  FEDERAL OR STATE  SECURITIES  LAWS IS NOT REQUIRED OR  COMPLIANCE IS
MADE WITH SUCH REGISTRATION REQUIREMENTS.

THE OFFEREE, BY ACCEPTING DELIVERY OF THE OFFERING  MATERIALS,  AGREES TO RETURN
THE OFFERING  MATERIALS AND ALL ACCOMPANYING OR RELATED DOCUMENTS TO THE COMPANY
UPON  REQUEST IF THE OFFEREE  DOES NOT AGREE TO PURCHASE  ANY OF THE  SECURITIES
OFFERED HEREBY.

ANY OFFERING MATERIALS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE
SECURITIES  DO  NOT  CONSTITUTE  AN  OFFER  OR  SOLICITATION  BY  ANYONE  IN ANY
JURISDICTION  IN WHICH  SUCH AN OFFER OR  SOLICITATION  IS NOT  AUTHORIZED.  ANY
REPRODUCTION OR  DISTRIBUTION OF ANY OFFERING  MATERIALS IN WHOLE OR IN PART, OR
THE DIVULGENCE OF ANY OF THEIR  CONTENTS,  WITHOUT THE PRIOR WRITTEN  CONSENT OF
THE  COMPANY,  IS  PROHIBITED.  ANY  PERSON  ACTING  CONTRARY  TO THE  FOREGOING
RESTRICTIONS  MAY PLACE  HIM/HERSELF  AND THE COMPANY IN VIOLATION OF FEDERAL OR
STATE SECURITIES LAWS.


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                              NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE  COMPANY  AND THE TERMS OF THE  OFFERING,  INCLUDING  THE  MERITS  AND RISKS
INVOLVED.  THESE  SECURITIES  HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED  THE ADEQUACY OF THIS
DOCUMENT.  ANY  REPRESENTATION  TO THE  CONTRARY  IS A CRIMINAL  OFFENSE.  THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE ACT, AND THE APPLICABLE
STATE  SECURITIES  LAWS,  PURSUANT  TO  REGISTRATION  OR  EXEMPTION   THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         THE  UNDERSIGNED  ACKNOWLEDGES  THAT  (A)  THE  COMMON  STOCK;  (B) THE
WARRANTS;  AND (C) THE COMMON STOCK  ISSUABLE UPON THE EXERCISE OF THE WARRANTS,
ARE NOT  REGISTERED  UNDER THE ACT, OR THE  SECURITIES  LAWS OF ANY STATE,  THAT
ABSENT AN EXEMPTION FROM REGISTRATION  CONTAINED IN THOSE LAWS, THE ISSUANCE AND
SALE  OF  SUCH  COMMON  STOCK  AND  WARRANTS,   AS  APPLICABLE,   WOULD  REQUIRE
REGISTRATION,  AND THAT THE COMPANY'S RELIANCE UPON SUCH EXEMPTION IS BASED UPON
THE UNDERSIGNED'S  REPRESENTATIONS,  WARRANTIES, AND AGREEMENTS CONTAINED IN THE
OFFERING MATERIALS (AS DEFINED BELOW).

         1. The undersigned represents, warrants, and agrees as follows:

         (a) The  undersigned  agrees that this  Subscription  Agreement  is and
shall be irrevocable.

         (b) The undersigned has carefully read (i) this Subscription Agreement,
(ii) the  Company's  filings  with the United  States  Securities  and  Exchange
Commission,  including,  but not limited to, the Company's  Quarterly  Report on
Form 10-QSB for the quarter  ended March 31, 2007,  Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2006, and Registration  Statement on Form
10-SB/A  (Amendment  No.  2),  (iii)  the  Confidential   Prospective  Purchaser
Questionnaire,  and (iv) the  Registration  Rights Agreement  (collectively  the
"OFFERING  MATERIALS"),  all of which  the  undersigned  acknowledges  have been
provided to the  undersigned.  The undersigned has been given the opportunity to
ask questions of, and receive answers from the Company  concerning the terms and
conditions  of this  Offering  and the  Offering  Materials  and to obtain  such
additional  written  information,  to the  extent  the  Company  possesses  such
information or can acquire it without unreasonable effort or expense,  necessary
to  verify  the  accuracy  of the same as the  undersigned  desires  in order to
evaluate  the  investment.   The  undersigned  further   acknowledges  that  the
undersigned  fully understands the Offering  Materials,  and the undersigned has
had the  opportunity  to discuss any  questions  regarding  any of the  Offering
Materials with the undersigned's  counsel or other advisor.  Notwithstanding the
foregoing,  the only  information  upon which the undersigned has relied is that
set  forth in the  Offering  Materials  and the  undersigned's  own  independent
investigation. The undersigned


<PAGE>

acknowledges that the undersigned has received no representations or warranties,
whether written or oral, from the Company or its employees,  director, or agents
in making  this  investment  decision  other  than as set forth in the  Offering
Materials.

         (c) The  undersigned is aware that the purchase of the Common Stock and
Warrants is a  speculative  investment  involving a high degree of risk and that
there is no  guarantee  that the  undersigned  will  realize  any gain from this
investment,  and  that  the  undersigned  could  lose the  total  amount  of the
undersigned's investment.

         (d) The  undersigned  understands  that no federal or state  agency has
made any finding or determination regarding the fairness of this Offering of the
Common Stock and Warrants for investment,  or any  recommendation or endorsement
of this Offering of the Common Stock and Warrants.

         (e) The undersigned is purchasing the Common Stock and Warrants for the
undersigned's  own account,  with the  intention of holding the Common Stock and
Warrants,   with  no  present  intention  of  dividing  or  allowing  others  to
participate  in this  investment  or of reselling  or  otherwise  participating,
directly or indirectly,  in a distribution of the Common Stock and Warrants, and
shall not make any sale, transfer,  or pledge thereof without registration under
the Act and any applicable  securities  laws of any state or unless an exemption
from registration is available under those laws.

         (f) The undersigned represents that the undersigned,  if an individual,
has adequate  means of providing  for his or her current  needs and personal and
family  contingencies  and has no need for  liquidity in this  investment in the
Common Stock and  Warrants.  The  undersigned  has no reason to  anticipate  any
material change in his or her personal  financial  condition for the foreseeable
future.

         (g) The  undersigned  is an  "accredited  investor"  as defined in Rule
501(a) of Regulation D promulgated  under the  Securities Act and is financially
able to bear the economic risk of this investment, including the ability to hold
the Common Stock and Warrants  indefinitely  or to afford a complete loss of the
undersigned's investment in the Common Stock and Warrants.

         (h)  The  undersigned   represents  that  the   undersigned's   overall
commitment to this investment is not  disproportionate  to the undersigned's net
worth,  and the  undersigned's  investment in the Common Stock and Warrants will
not  cause  such  overall  commitment  to  become  excessive.   The  undersigned
understands  that the statutory basis on which the Common Stock and Warrants are
being  sold  to  the  undersigned  and  others  would  not be  available  if the
undersigned's present intention were to hold the Common Stock and Warrants for a
fixed  period  or until  the  occurrence  of a certain  event.  The  undersigned
realizes  that in the view of the  Commission,  a  purchase  now with a  present
intent  to  resell  by  reason  of a  foreseeable  specific  contingency  or any
anticipated  change in the market value, or in the condition of the Company,  or
that of the  industry  in which the  business  of the  Company  is engaged or in
connection with a contemplated  liquidation,  or settlement of any loan obtained
by the undersigned for the acquisition of the Common Stock and Warrants, and for
which such Common  Stock and Warrants may be pledged as security or as donations
to religious or charitable  institutions for the purpose of securing a deduction
on an income tax return, would, in fact, represent a purchase

<PAGE>

with an  intent  inconsistent  with  the  undersigned's  representations  to the
Company and the  Commission  would then regard such sale as a sale for which the
exemption from  registration is not available.  The undersigned will not pledge,
transfer, or assign this Subscription Agreement.

         (i) The  undersigned  represents  that  the  funds  provided  for  this
investment are either separate property of the undersigned,  community  property
over which the undersigned  has the right of control,  or are otherwise funds as
to which the undersigned has the sole right of management.

         (j) FOR PARTNERSHIPS,  CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If
the undersigned is a partnership,  corporation,  trust, or other entity, (i) the
undersigned has enclosed with this Subscription  Agreement  appropriate evidence
of the authority of the individual executing this Subscription  Agreement to act
on its behalf (e.g., if a trust, a certified copy of the trust  agreement;  if a
corporation,  a certified corporate  resolution  authorizing the signature and a
certified  copy  of  the  articles  of  incorporation;  or if a  partnership,  a
certified copy of the partnership  agreement),  (ii) the undersigned  represents
and warrants that it was not organized or reorganized  for the specific  purpose
of acquiring the Common Stock and Warrants,  (iii) the  undersigned has the full
power and  authority  to execute this  Subscription  Agreement on behalf of such
entity and to make the representations and warranties made herein on its behalf,
and (iv) this investment in the Company has been  affirmatively  authorized,  if
required,  by the  governing  board of such entity and is not  prohibited by the
governing documents of the entity.

         (k) The address shown under the  undersigned's  signature at the end of
this Subscription  Agreement is the undersigned's  principal  residence if he or
she is an  individual,  or its principal  business  address if a corporation  or
other entity.

         (l) The  undersigned has such knowledge and experience in financial and
business  matters  as to be  capable  of  evaluating  the merits and risks of an
investment in the Common Stock and Warrants.

         (m)  The  undersigned   acknowledges  that  the  certificates  for  the
securities  comprising the Common Stock and Warrants which the undersigned  will
receive will contain a legend substantially as follows:

                  "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,  HYPOTHECATED  OR
                  OTHERWISE  DISPOSED  OF UNTIL A  REGISTRATION  STATEMENT  WITH
                  RESPECT  THERETO IS DECLARED  EFFECTIVE UNDER SUCH ACT, OR THE
                  COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN
                  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF SUCH ACT IS
                  AVAILABLE."

                           The undersigned further  acknowledges that (i) if the

Common Stock and Warrants  become publicly  traded,  any necessary stop transfer
orders will be placed upon the


<PAGE>

Company's Common Stock and Warrants, as applicable,  in accordance with the Act,
and (ii) the Company is under no obligation to aid the  undersigned in obtaining
any exemption from the registration requirements.

         2.  PREEMPTIVE  RIGHT.  In the event that the Company issues any equity
securities or securities  convertible into equity  securities within twenty four
(24) months from the date hereof (an "Issuance"),  the undersigned  shall have a
right, but not an obligation, to participate in such Issuance. The undersigned's
participation  shall be  based,  pro-rata  on the  undersigned's  percentage  of
ownership in the shares of outstanding  Common Stock of the Company  immediately
prior to the Issuance. The foregoing shall not apply in the case of issuances of
securities  to  employees,   officers  and  directors   (and  their   respective
affiliates),  consultants,  advisers and vendors,  in an aggregate amount not to
exceed 15% of the  outstanding  capital  stock of the Company as of the Closing,
computed as if all the transactions  contemplated  hereby had been  consummated.
Notwithstanding the foregoing, in the event that the Company conducts any single
offering of its securities  for at least $10 million  (whether  underwritten  or
not),  then this  provision  shall not  apply,  unless  the  Company  and/or any
underwriter consent.

         3. The undersigned  expressly  acknowledges and agrees that the Company
is relying  upon the  undersigned's  representations  contained  in the Offering
Materials.

         4.  The  undersigned  subscriber   acknowledges  that  the  undersigned
understands  the  meaning  and legal  consequences  of the  representations  and
warranties which are contained  herein and hereby agrees to indemnify,  save and
hold  harmless the Company and its  officers,  directors  and counsel,  from and
against  any  and  all  claims  or  actions  arising  out  of a  breach  of  any
representation,  warranty or acknowledgment of the undersigned  contained in any
of the Offering Materials.  Such indemnification  shall be deemed to include not
only the  specific  liabilities  or  obligations  with  respect  to  which  such
indemnity is provided, but also all reasonable costs, expenses, counsel fees and
expenses of settlement  relating  thereto,  whether or not any such liability or
obligation shall have been reduced to judgment.  In addition,  the undersigned's
representations,  warranties, and indemnification contained herein shall survive
the  undersigned's  purchase of the Common  Stock and  Warrants  hereunder.  The
undersigned  specifically  acknowledges that he has reviewed the risks set forth
in the Offering Materials, as well as the financial statements included therein.

         5.  The  Company   represents   that  it  has  been  duly  and  validly
incorporated and is validly existing and in good standing as a corporation under
the laws of the  State  of  Delaware.  The  Company  represents  that it has all
requisite power and authority, and all necessary  authorizations,  approvals and
orders  required  as of the date  hereof to own its  properties  and conduct its
business and to enter into this  Subscription  Agreement and the other  Offering
Materials and to be bound by the provisions  and  conditions  hereof or therein.
The Company  further  represents  that the  securities  offered hereby are being
offered pursuant to an exemption from the  registration  requirements of the Act
and applicable state securities laws for nonpublic offerings.

         6. The undersigned's  rights to have the shares of the Company's Common
Stock and the shares of Company's Common Stock issuable upon the exercise of the
Common Stock and


<PAGE>

Warrants registered are set forth in a separate Registration Rights Agreement of
even date  herewith by and among the Company and the holders of the Common Stock
and Warrants.

7. Except as otherwise  specifically  provided for hereunder,  no party shall be
deemed to have  waived any of his,  her,  or its rights  hereunder  or under any
other agreement, instrument, or papers signed by any of them with respect to the
subject  matter  hereof unless such waiver is in writing and signed by the party
waiving said right. Except as otherwise specifically provided for hereunder,  no
delay or  omission  by any party in  exercising  any right  with  respect to the
subject  matter  hereof  shall  operate as a waiver of such right or of any such
other  right.  A waiver on any one occasion  with respect to the subject  matter
hereof  shall not be construed as a bar to, or waiver of, any right or remedy on
any future occasion.  All rights and remedies with respect to the subject matter
hereof,  whether  evidenced  hereby or by any other  agreement,  instrument,  or
paper, will be cumulative, and may be exercised separately or concurrently.

8. The parties have not made any  representations  or warranties with respect to
the subject matter hereof not set forth herein, and this Subscription Agreement,
together with any instruments executed simultaneously herewith,  constitutes the
entire  agreement  between them with respect to the subject matter  hereof.  All
understandings  and  agreements  heretofore  existing  between the parties  with
respect to the subject matter hereof are merged in this  Subscription  Agreement
and any  such  instrument,  which  alone  fully  and  completely  express  their
agreement.

9.  This  Subscription  Agreement  may  not  be  changed,  modified,   extended,
terminated,  or discharged orally, but only by an agreement in writing, which is
signed by all of the parties to this Subscription Agreement.

10. The parties agree to execute any and all such other and further  instruments
and documents,  and to take any and all such further actions reasonably required
to effectuate this Subscription Agreement and the intent and purposes hereof.

11. If any  provision  or any  portion  of any  provision  of this  Subscription
Agreement or the application of any such provision or any portion thereof to any
person or circumstance,  shall be held invalid or  unenforceable,  the remaining
portion of such provision and the remaining portion of such provision as is held
invalid or  unenforceable  to persons  or  circumstances  other than those as to
which it is held invalid or unenforceable, shall not be affected thereby.

12. This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware and the  undersigned  hereby  consents to
the jurisdiction of the courts of the State of New York and/or the United States
District Court for the Southern District of New York.


<PAGE>



                ALL SUBSCRIBERS MUST COMPLETE A COPY OF THIS PAGE

                           --------------------------
                           (PRINT NAME OF SUBSCRIBER)

         IN WITNESS  WHEREOF,  the  undersigned  has executed this  Subscription
Agreement on this ____ day of May, 2007.

            Common Stock and Warrant Subscription Amount $______

         1.    |__|    Individual

         2.    |__|    Joint Tenants with Right of Survivorship

         3.    |__|    Community Property

         4.    |__|    Tenants in Common

         5.    |__|    Corporation/Partnership

         6.    |__|    IRA of________________

         7.    |__|    Trust

                       Date Opened ___________

         8.    |__|    As a Custodian for________________

                       Under the Uniform Transfer to Minors Act of the

                       State of ___________

         9.    |__|    Married with Separate Property

         10.   |__|   Keogh of ____________




<PAGE>





                 EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

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                     Exact Name in Which Title is to be Held


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                                   (Signature)


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                               Name (Please Print)


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                       Title of Person Executing Agreement


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                           Address: Number and Street


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              City                   State                     Zip Code


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                             Social Security Number


         Accepted this ___ day of May, 2007, on behalf of HC INNOVATIONS, INC.


                                                 By:
                                                    -------------------------
                                                    Name:
                                                    Title:







<PAGE>





                 EXECUTION BY SUBSCRIBER WHICH IS A CORPORATION,

                              PARTNER, TRUST, ETC.


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                     Exact Name in Which Title is to be Held


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                                   (Signature)


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                               Name (Please Print)


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                       Title of Person Executing Agreement


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                           Address: Number and Street


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              City                   State                     Zip Code


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                            Tax Identification Number

         Accepted this ___ day of May, 2007 on behalf of HC INNOVATIONS, INC.


                                                 By:
                                                    -------------------------
                                                    Name:
                                                    Title: