Exhibit 10.2

NEITHER THIS WARRANT NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR  DISTRIBUTION  THEREOF.  THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON THE
EXERCISE OF THIS WARRANT,  IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO SUCH
SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN
OPINION  OF COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT SUCH  REGISTRATION  AND
QUALIFICATION  ARE NOT REQUIRED  UNDER THE ACT OR RECEIPT OF A NO-ACTION  LETTER
FROM THE SECURITIES AND EXCHANGE COMMISION.


MAY 22, 2007


                              HC INNOVATIONS, INC.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

         For value received, this warrant (the "WARRANT") is hereby issued by HC
INNOVATIONS, INC., a Delaware corporation (the "COMPANY"), to ______________(the
"HOLDER").  Subject to the provisions of this Warrant, the Company hereby grants
to the Holder  the right to  purchase  from the  Company up to [50% OF AMOUNT OF
COMMON  STOCK   PURCHASED]   fully  paid  and   non-assessable   shares  of  the
---------------------------------------- Company's Common Stock, at an aggregate
price of $____________ or $4.00 per share (the "EXERCISE PRICE").

         The term "COMMON  STOCK" means the Common  Stock,  par value $0.001 per
share, of the Company.  The number of shares of Common Stock to be received upon
the  exercise of this Warrant may be adjusted  from time to time as  hereinafter
set forth.  The shares of Common Stock  deliverable  upon such exercise,  and as
adjusted from time to time, are hereinafter referred to as "WARRANT SHARES."

         The Holder agrees with the Company that this Warrant is issued, and all
the  rights  hereunder  shall  be  held,  subject  to  all  of  the  conditions,
limitations and provisions set forth herein.

         1.  EXERCISE OF WARRANT.  (a) Subject to the terms and  conditions  set
forth herein, this Warrant may be exercised in whole or in part, pursuant to the
procedures  provided  below,  at any time on or before  the  earlier of (i) 5:00
p.m.,  New York time,  on the day occurring two (2) years from May 22, 2007 (the
"EXPIRATION DATE") or, if such day is a day on which banking institutions in New
York are authorized by law to close,  then on the next succeeding day that shall
not be such a day. The Warrant  shall only be  exercisable  on a cash basis.  To
exercise this Warrant the Holder shall present and surrender this Warrant to the
Company at its principal office,  with the Warrant Exercise Form attached hereto
duly executed by the Holder and


<PAGE>

accompanied by payment in cash, wire transfer or by check,  payable to the order
of the Company,  of the aggregate  Exercise Price for the total aggregate number
of shares for which this  Warrant is  exercised.  Upon receipt by the Company of
this Warrant,  together with the executed  Warrant  Exercise Form and payment of
the Exercise  Price for the shares to be acquired,  in proper form for exercise,
and subject to the Holder's compliance with all requirements of this Warrant for
the  exercise  hereof,  the Holder shall be deemed to be the holder of record of
the shares of Common Stock issuable upon such exercise, notwithstanding that the
stock  transfer  books of the Company shall then be closed or that  certificates
representing such shares of Common Stock shall not then be actually delivered to
the  Holder;  PROVIDED,  HOWEVER,  that no  exercise  of this  Warrant  shall be
effective, and the Company shall have no obligation to issue any Common Stock to
the Holder upon any attempted exercise of this Warrant,  unless the Holder shall
have  first  delivered  to  the  Company,  in  form  and  substance   reasonably
satisfactory to the Company,  appropriate  representations  so as to provide the
Company reasonable  assurances that the securities issuable upon exercise may be
issued without violation of the registration  requirements of the Securities Act
and   applicable   state   securities   laws,   including   without   limitation
representations  that the Holder is familiar  with the Company and its  business
and financial  condition and has had an opportunity to ask questions and receive
documents relating thereto to his reasonable satisfaction.

         2.  RESERVATION  OF SHARES.  The Company will at all times  reserve for
issuance and delivery  upon  exercise of this Warrant all shares of Common Stock
from time to time  receivable  upon  exercise of this  Warrant.  All such shares
shall be duly authorized  and, when issued upon such exercise,  shall be validly
issued, fully paid and non-assessable and free of all preemptive rights.

         3.  FRACTIONAL  SHARES.  No  fractional  shares  or scrip  representing
fractional  shares  shall be issued upon the exercise of this  Warrant,  but the
Company  shall  pay the  Holder  an amount  equal to the Fair  Market  Value (as
defined below) of such fractional share of Common Stock in lieu of each fraction
of a share otherwise called for upon any exercise of this Warrant.

         4.  REDEMPTION.  The Company  may redeem this  Warrant at its option by
giving the Holder thirty (30) days' notice of the Company's intention to redeem,
if the  Company's  common stock has traded at a closing  price of at least $6.00
per share for twenty (20) consecutive trading days. The redemption price is $.05
per Warrant Share.

         5.  REGISTRATION  RIGHTS.  The  Holder  shall  have  certain  piggyback
registration  rights with  respect to the  registration  the  Warrant  Shares as
provided  in that  certain  Registration  Rights  Agreement  by and  between the
Company and the parties thereto.

         6. ASSIGNMENT OR LOSS OF WARRANT.  Subject to the transfer restrictions
herein  (including  Section 9), upon surrender of this Warrant to the Company or
at the office of its stock  transfer  agent,  if any, with the  Assignment  Form
annexed  hereto duly executed and funds  sufficient to pay any transfer tax, the
Company shall, without charge,  execute and deliver a new Warrant in the name of
the assignee  named in such  instrument  of  assignment  and this Warrant  shall
promptly  be  canceled.  Upon  receipt  by the  Company of  evidence  reasonably
satisfactory  to it of the  loss,  theft,  destruction,  or  mutilation  of this
Warrant, and of reasonably satisfactory  indemnification by the Holder, and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and deliver a replacement Warrant of like tenor and date.

                                      -2-
<PAGE>

         7. RIGHTS OF THE HOLDER.  The Holder  shall not, by virtue  hereof,  be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

         8. ADJUSTMENTS.

            8.1  ADJUSTMENT  FOR  RECAPITALIZATION.  If the Company shall at any
time after the date hereof  subdivide its outstanding  shares of Common Stock by
recapitalization, reclassification, or split-up thereof, the number of shares of
Common Stock subject to this Warrant immediately prior to such subdivision shall
be  proportionately  increased,  and if the Company  shall at any time after the
date hereof combine the outstanding shares of Common Stock by  recapitalization,
reclassification,  or combination  thereof, the number of shares of Common Stock
subject  to  this  Warrant  immediately  prior  to  such  combination  shall  be
proportionately  decreased.  Any such  adjustment and adjustment to the Exercise
Price  pursuant to this  Section 8.1 shall be effective at the close of business
on the effective date of such subdivision or combination.

         Whenever  the  number of shares of Common  Stock  purchasable  upon the
exercise of this  Warrant is  adjusted,  as provided in this  Section  8.1,  the
Exercise  Price  shall be  adjusted  to the  nearest  cent by  multiplying  such
Exercise  Price  immediately  prior to such  adjustment  by a  fraction  (x) the
numerator  of which  shall be the number of shares of Common  Stock  purchasable
upon the exercise immediately prior to such adjustment,  and (y) the denominator
of  which  shall  be the  number  of  shares  of  Common  Stock  so  purchasable
immediately thereafter.

            8.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER. In case of
any  reorganization  of the Company  after the date hereof or in case after such
date the Company shall  consolidate  with or merge into another  corporation  or
convey all or substantially all of its assets to another corporation,  then, and
in each such  case,  the Holder of this  Warrant  upon the  exercise  thereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation,  merger, or conveyance,  shall be entitled to receive, in lieu of
the securities and property  receivable  upon the exercise of this Warrant prior
to such consummation, the securities or property to which such Holder would have
been entitled upon such  consummation  if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the  securities or property  receivable  upon the exercise of this
Warrant after such consummation.

            8.3 CERTIFICATE AS TO ADJUSTMENTS.  The adjustments provided in this
Section 8 shall be  interpreted  and applied by the Company in such a fashion so
as to reasonably  preserve the  applicability  and benefits of this Warrant (but
not to  increase  or  diminish  the  benefits  hereunder).  In  each  case of an
adjustment in the number of shares of Common Stock receivable on the exercise of
the Warrant, the Company at its expense will promptly compute such adjustment in
accordance  with the terms of the Warrant and prepare a certificate  executed by
two executive  officers of the Company setting forth such adjustment and showing
in detail the facts  upon  which such  adjustment  is based.  The  Company  will
forthwith mail a copy of each such certificate to each Holder.


                                      -3-
<PAGE>

                  8.4      NOTICES OF RECORD DATE, ETC.  In the event that:
                           ---------------------------

                  (a) the  Company  authorizes  the  granting  to  Common  Stock
         holders of any right to subscribe  for,  purchase or otherwise  acquire
         any shares of stock of any class or any other securities; or

                  (b) the Company  authorizes any capital  reorganization of the
         Company,  any reclassification of the capital stock of the Company, any
         consolidation   or  merger  of  the  Company   with  or  into   another
         corporation,  or any  conveyance  of all  or  substantially  all of the
         assets of the Company to another corporation or entity; or

                  (c)  the  Company  authorizes  any  voluntary  or  involuntary
         dissolution, liquidation, or winding up of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the
holder of this Warrant at the time outstanding a notice specifying,  as the case
may be,  (i) the date on which a record is to be taken for the  purpose  of such
right,  and stating the amount and character of such right,  or (ii) the date on
which such reorganization, reclassification,  consolidation, merger, conveyance,
dissolution,  liquidation,  or winding up is to take place, and the time, if any
is to be fixed,  as to which the  holders  of  record of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, conveyance,  dissolution,  liquidation, or winding up. Such notice shall
be mailed at least twenty (20) days prior to the date therein specified.

                  8.5 NO  IMPAIRMENT.  The Company  will not,  by any  voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed  hereunder by the Company,  but will at all times in
good faith assist in the carrying out of all the  provisions  of this Section 10
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder of this Warrant against impairment.

         9.  TRANSFER TO COMPLY WITH THE  SECURITIES  ACT.  This Warrant and any
Warrant Shares may not be sold, transferred,  pledged, hypothecated or otherwise
disposed of except as follows: (a) to a person who, in the opinion of counsel to
the Company,  is a person to whom this Warrant or the Warrant Shares may legally
be  transferred  without  registration  and  without  the  delivery of a current
prospectus  under the Securities Act with respect  thereto and then only against
receipt of an  agreement  of such person to comply with the  provisions  of this
Section 9 with respect to any resale or other disposition of such securities; or
(b) to any person upon delivery of a prospectus then meeting the requirements of
the Securities Act relating to such securities and the offering thereof for such
sale or disposition, and thereafter to all successive assignees.

         10. LEGEND.  Unless the shares of Warrant  Shares have been  registered
under the Securities  Act, upon exercise of any of the Warrants and the issuance
of any of the shares of Warrant Shares,  all  certificates  representing  shares
shall bear on the face thereof substantially the following legend:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
                  MAY NOT BE SOLD,  OFFERED FOR SALE,  ASSIGNED,  TRANSFERRED OR
                  OTHERWISE  DISPOSED  OF,  UNLESS  REGISTERED  PURSUANT  TO THE






                                      -4-
<PAGE>

                  PROVISIONS  OF THAT ACT OR UNLESS AN OPINION OF COUNSEL TO THE
                  CORPORATION  IS OBTAINED  STATING THAT SUCH  DISPOSITION IS IN
                  COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

         11.  NOTICES.  All notices  required  hereunder shall be in writing and
shall be deemed given when telegraphed,  delivered personally or within two days
after  mailing when mailed by  certified  or  registered  mail,  return  receipt
requested,  to the  Company  or the  Holder,  as the case may be,  for whom such
notice is intended,  if to the Holder, at the address of such party shown on the
books of the  Company,  or if to the  Company,  at the  address set forth on the
signature page hereof,  Attn:  President,  or at such other address of which the
Company or the Holder has been advised by notice hereunder.

         12.  APPLICABLE  LAW.  The  Warrant  is issued  under and shall for all
purposes be governed by and construed in  accordance  with the laws of the State
of Delaware, without regard to the conflict of laws provisions of such State.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                                 HC INNOVATIONS, INC.


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







                                      -5-

<PAGE>



                              WARRANT EXERCISE FORM

         The undersigned  hereby  irrevocably  elects to (i) exercise the within
Warrant to purchase  __________  shares of the Common  Stock of HC  INNOVATIONS,
INC., a Delaware  corporation,  pursuant to the  provisions  of Section 1 of the
attached Warrant,  and hereby makes payment of $__________ in payment therefore.
The undersigned's execution of this form constitutes the undersigned's agreement
to all the terms of the Warrant and to comply therewith.


                                                    ----------------------------
                                                    Signature
                                                    Print Name:



                                                    ----------------------------
                                                    Signature, if jointly held

                                                    Print Name:



                                                    ----------------------------
                                                    Date








                                      -6-
<PAGE>



                                 ASSIGNMENT FORM

FOR  VALUE  RECEIVED_____________________________   ("Assignor")  hereby  sells,
assigns, and transfers unto _______________________________  ("Assignee") all of
Assignor's right,  title and interest in, to and under this Warrant issued by HC
INNOVATIONS, INC. dated ______________.


DATED:
       -----------------------------

                                                    ASSIGNOR:





                                                    ----------------------------
                                                    Signature
                                                    Print Name:



                                                    ----------------------------
                                                    Signature,if jointly held
                                                    Print Name:


                                                    ASSIGNEE:

The  undersigned  agrees  to all of the  terms  of  the  Warrant  and to  comply
therewith.


                                                    ----------------------------
                                                    Signature
                                                    Print Name:



                                                    ----------------------------
                                                    Signature,if jointly held
                                                    Print Name:






                                      -7-