REGISTRATION RIGHTS AGREEMENT

           THIS  REGISTRATION  RIGHTS  AGREEMENT (this  "AGREEMENT") is made and
  entered  into as of May 22,  2007  by and  between  HC  INNOVATIONS,  INC.,  a
  Delaware corporation (the "COMPANY"),  and ______________ (the "HOLDER").  All
  capitalized  terms used herein  shall have the meaning  ascribed to it in that
  certain Subscription Agreement for the Purchase of Securities.

                                   BACKGROUND

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

         WHEREAS,  This  Agreement  grants  certain  registration  rights to the
Holders with respect to the shares of Common Stock  purchased under the Offering
Materials and the shares of Common Stock  underlying  the Warrants (the "Warrant
Shares") that are exercised prior to the expiration thereof,  upon the terms and
subject to the conditions as hereinafter set forth.

         The parties agree as follows:

         1. CERTAIN DEFINITIONS.  As used herein, the following terms shall have
the following respective meanings:

         "COMMISSION"  shall mean the Securities and Exchange  Commission or any
other Federal agency at the time administering the Securities Act.

         "RESTRICTED  STOCK" shall mean the Common Stock and Warrant  Shares the
certificates  for which are  required  to bear the legend set forth in Section 2
hereof.

..
         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,  or
any similar  Federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         2.  RESTRICTIVE  LEGEND.  The  shares of Common  Stock and the  Warrant
Shares and each  certificate  representing  such Restricted Stock and, except as
otherwise provided in Section 3 hereof, each certificate issued upon exchange or
transfer of any such securities  shall be stamped or otherwise  imprinted with a
legend substantially in the following form:

         "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


<PAGE>

         AN  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  SUCH  ACT  IS
         AVAILABLE."

         3. NOTICE OF PROPOSED  TRANSFER.  Prior to any proposed transfer of any
Restricted  Stock  (other than under the  circumstances  described  in Section 4
hereof), the Holder shall give written notice to the Company of its intention to
effect such transfer. Each such notice shall describe the manner of the proposed
transfer and, if requested by the Company, shall be accompanied by an opinion of
counsel satisfactory to the Company to the effect that the proposed transfer may
be effected without registration under the Securities Act, whereupon such Holder
shall be entitled to transfer such  securities  in accordance  with the terms of
its notice.  All Restricted  Stock  transferred as above provided shall bear the
legend set forth in Section 2, except that such  securities  shall not bear such
legend if (i) such transfer is in accordance with the provisions of Rule 144 (or
any other rule permitting public sale without  registration under the Securities
Act) or (ii) the opinion of counsel  referred to above is to the further  effect
that the transferee and any  subsequent  transferee  (other than an affiliate of
the  Company)  would be entitled to transfer  such  securities  in a public sale
without registration under the Securities Act.

         4.  PIGGYBACK  REGISTRATION.   Holder's  rights  under  this  Agreement
commence  after  the  last  closing  described  in the  Offering  Documents  and
terminates  on  the  second  anniversary  of  this  Agreement,   unless  earlier
terminated  pursuant  to  Section  9(a)  hereof  (the  "PIGGYBACK   REGISTRATION
PERIOD").  If the Company at any time during the Piggyback  Registration  Period
proposes to register any of its securities  under the Securities Act for sale to
the public,  whether  for its own  account or for the account of other  security
holders or both (other than a Registration  Statement associated with the merger
of the Company with a public  company or similar  transaction or in connection a
Registration  Statement for an initial public  offering of the Company's  Common
Stock or a registration  on Form-S-4,  Form S-8 or other limited  purpose form),
then in each instance,  it will give written notice to all Holders of Restricted
Stock of its intention to file a Registration Statement, PROVIDED, HOWEVER, that
for the purposes of this  sentence,  the Company  shall treat the Holders in the
same  manner and IN PARI PASSU with all other  holders of  unregistered  capital
stock of the Company who (i) have registration rights with respect to such stock
or (ii)  presently  or at any time  hereafter  are  officers,  directors,  or 5%
shareholders  of the Company,  or any affiliate,  successor,  or assign thereof.
Upon the written  request of any such  Holders,  given  within 20 days after the
date of any such notice,  to register any of its Restricted Stock (which request
shall state the intended  method of disposition  thereof),  the Company will use
its best efforts to cause the Restricted  Stock as to which  registration  shall
have been so  requested  to be included in the  securities  to be covered by the
Registration  Statement  proposed  to be filed by the  Company all to the extent
requisite to permit the sale or other  disposition by the Holders (in accordance
with their written request) of such Restricted Stock so registered.  The Company
may  withdraw any such  Registration  Statement  before it becomes  effective or
postpone the offering of securities  contemplated by such Registration Statement
without any obligation to the Holders of any Restricted  Stock.  Anything herein
to the  contrary  notwithstanding,  the  Company  shall be  required  to include
Holders'  Restricted  Stock in no more than two Registration  Statements,  which
have been filed during the Piggyback Registration Period.

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<PAGE>

         In the event that any registration pursuant to this Section 4 shall be,
in whole or in part,  an  underwritten  public  offering  of Common  Stock,  any
request by Holders pursuant to this Section 4 to register Restricted Stock shall
specify that such Restricted  Stock is to be included in the underwriting on the
same terms and  conditions  as the shares of Common Stock  otherwise  being sold
through underwriters under such registration. The number of shares of Restricted
Stock to be included in such an underwriting may be cut back (PRO RATA among the
requesting Holders) if and to the extent that the managing  underwriter shall be
of the opinion that such inclusion would  adversely  affect the marketing of the
securities to be sold by the Company therein.

         Notwithstanding  anything to the contrary  contained in this Section 4,
in the event that there is an underwritten offering of securities of the Company
pursuant to a  registration  covering  Restricted  Stock and a selling Holder of
Restricted Stock does not elect to sell his, her, or its Restricted Stock to the
underwriters of the Company's securities in connection with such offering,  such
Holder shall refrain from selling such Restricted Stock not registered  pursuant
to this Section 4 during the period of distribution of the Company's  securities
by  such  underwriters  and the  period  in  which  the  underwriting  syndicate
participates in the after market; PROVIDED,  HOWEVER, that such Holder shall, in
any event,  be entitled to sell its  Restricted  Stock in  connection  with such
registration  commencing  on the  180th day  after  the  effective  date of such
Registration Statement.

         5. REGISTRATION PROCEDURES.  If and whenever the Company is required by
the  provisions  of  Section 4 hereof  to use its best  efforts  to  effect  the
registration  of any shares of Restricted  Stock under the  Securities  Act, the
Company will, as expeditiously as possible:

         (a)  prepare  and file with the  Commission  a  Registration  Statement
(which,  in the case of an underwritten  public  offering  pursuant to Section 4
hereof, shall be on Form S-1, Form SB-2, or other form of general  applicability
satisfactory  to the managing  underwriter  selected as therein  provided)  with
respect to such  securities and use its best efforts to cause such  Registration
Statement  to become and  remain  effective  for the period of the  distribution
contemplated thereby (determined as hereinafter provided);

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective for
the period specified in Section 5 (a) above and as to comply with the provisions
of the  Securities Act with respect to the  disposition of all Restricted  Stock
covered by such Registration  Statement in accordance with the sellers' intended
method of disposition set forth in such Registration Statement for such period;

         (c)  furnish to each  seller  and to each  underwriter  such  number of
copies  of the  Registration  Statement  and  the  prospectus  included  therein
(including each preliminary  prospectus) as such persons may reasonably  request
in order to facilitate  the public sale or other  disposition  of the Restricted
Stock covered by such Registration Statement;


                                     - 3 -
<PAGE>

         (d) use its best  efforts to register or qualify the  Restricted  Stock
covered by such Registration  Statement under the securities or blue sky laws of
such  jurisdictions  as the  sellers of  Restricted  Stock or, in the case of an
underwritten public offering, the managing underwriter shall reasonably request;

         (e) immediately  notify each seller under such  Registration  Statement
and each underwriter, at any time when a prospectus relating thereto is required
to be delivered  under the  Securities  Act, of the  happening of any event as a
result of which the prospectus contained in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated  therein not  misleading in the light of the
circumstances then existing;

         (f) use its best efforts to furnish,  at the request of any seller,  on
the  date  that  Restricted  Stock is  delivered  to the  underwriters  for sale
pursuant  to such  registration:  (i) an  opinion  dated  such  date of  counsel
representing the Company for the purposes of such registration, addressed to the
underwriters in a form and substance as is customarily  given to underwriters in
an  underwritten  public  offering,  and (ii) a letter  dated such date from the
independent  public  accountants  retained  by  the  Company,  addressed  to the
underwriters  in a form and  substance as is  customarily  given by  independent
public accountants to underwriters in an underwritten public offering; and

         (g) make available for inspection by any underwriter  participating  in
any  distribution  pursuant to such  Registration  Statement,  and any attorney,
accountant or other agent retained by such underwriter,  all financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,  directors  and  employees  to supply all  information
reasonably requested by any such underwriter,  attorney, accountant, or agent in
connection with such Registration Statement.

         For  purposes  of  Sections  5  (a)  and  (b)  above,   the  period  of
distribution  of  Restricted  Stock  in a firm  commitment  underwritten  public
offering  shall be deemed to extend until each  underwriter  has  completed  the
distribution  of all securities  purchased by it, and the period of distribution
of Restricted  Stock in any other  registration  shall be deemed to extend until
the earlier of the sale of all Restricted  Stock covered  thereby or nine months
after the effective date thereof.

         In connection with each registration hereunder,  the selling Holders of
Restricted  Stock will furnish to the Company in writing such  information  with
respect  to  themselves  and the  proposed  distribution  by them  as  shall  be
necessary  in order to assure  compliance  with  Federal  and  applicable  state
securities laws or as the Company may reasonably request.

         In  connection  with each  registration  pursuant  to  Section 4 hereof
covering an  underwritten  public  offering,  the Company agrees to enter into a
written agreement with the managing  underwriter  selected in the manner herein,
in such form and containing  such  provisions as are customary in the securities
business for such an arrangement.


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<PAGE>


         6.  EXPENSES.  All expenses  incurred by the Company in complying  with
Section 4 hereof,  including,  without  limitation,  all registration and filing
fees,  printing  expenses,  fees and  disbursements  of counsel and  independent
public  accountants  for  the  Company,  fees  of the  National  Association  of
Securities Dealers, Inc., fees of transfer agents and registrars,  but excluding
any  Selling  Expenses,   are  herein  called   "REGISTRATION   EXPENSES".   All
underwriting  discounts and selling commissions and transfer taxes applicable to
the sale of Restricted Stock are herein called "SELLING EXPENSES".

         The Company will pay all Registration  Expenses in connection with each
Registration  Statement filed pursuant to Section 4 hereof. All Selling Expenses
incurred in connection  with any sale of Restricted  Stock by any  participating
seller shall be borne by such participating seller or by such persons other than
the  Company  (except to the extent the  Company  shall be a seller) as they may
agree.

         7.  INDEMNIFICATION.  In  the  event  of a  registration  of any of the
Restricted  Stock under the  Securities  Act  pursuant to Section 4 hereof,  the
Company will  indemnify and hold harmless each seller of such  Restricted  Stock
thereunder and each  underwriter of such  Restricted  Stock  thereunder and each
other person, if any, who controls such seller or underwriter within the meaning
of the Securities Act, against any and all losses, claims, damages, expenses, or
liabilities,   joint  or  several,  to  which  such  seller  or  underwriter  or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages, or liabilities (or actions in respect
thereto  arise out of or are based upon any untrue  statement or alleged  untrue
statement of any material fact  contained in any  Registration  Statement  under
which such Restricted  Stock was registered under the Securities Act pursuant to
Section 4, any preliminary  prospectus or final prospectus contained therein, or
any  amendment  or  supplement  thereof,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
will reimburse each such seller, each such underwriter and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with  investigating  or  defending  any such  loss,  claim,  damage,  liability,
expense, or action;  PROVIDED,  HOWEVER,  that the Company will not be liable in
any such  case if and to the  extent  that  any such  loss,  claim,  damage,  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by such seller, such underwriter or such controlling person in writing
specifically for use in such Registration Statement or prospectus.

         In the event of a registration of any of the Restricted Stock under the
Securities  Act  pursuant to Section 4 hereof,  each  seller of such  Restricted
Stock  thereunder,  severally and not jointly,  will indemnify and hold harmless
the Company and each person, if any, who controls the Company within the meaning
of the  Securities  Act, each officer of the Company who signs the  Registration
Statement,  each director of the Company,  each  underwriter and each person who
controls any underwriter  within the meaning of the Securities Act,  against all
losses, claims,  damages,  expenses, or liabilities,  joint or several, to which
the Company or such officer or director or underwriter or controlling person may
become subject under the  Securities  Act or otherwise,  insofar as such losses,
claims, damages,  expenses, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material  fact  contained  in  the  Registration   Statement  under  which  such
Restricted  Stock was registered under the Securities Act pursuant to Section 4,
any preliminary prospectus or final


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<PAGE>

prospectus  contained therein,  or any amendment or supplement thereof, or arise
out of or are based upon the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and will  reimburse the Company and each such officer,
director,  underwriter,  and controlling  person for any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage, liability, or action, and PROVIDED, HOWEVER, that such
seller will be liable  hereunder in any such case if and only to the extent that
any such loss,  claim,  damage,  or liability  arises out of or is based upon an
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in reliance  upon and in  conformity  with  information  pertaining to such
seller, as such, furnished in writing to the Company by such seller specifically
for  use in  such  Registration  Statement  or  prospectus;  PROVIDED,  FURTHER,
HOWEVER,  that the  liability of each seller  hereunder  shall be limited to the
proportion of any such loss, claim, damage, liability, or expense which is equal
to the  proportion  that the public  offering  price of the shares  sold by such
seller under such  Registration  Statement  bears to the total  public  offering
price of all securities sold thereunder, but not to exceed the proceeds received
by such seller from the sale of Restricted  Stock  covered by such  Registration
Statement.

         Promptly after receipt by an indemnified  party  hereunder of notice of
the  commencement  of any action,  such  indemnified  party shall, if a claim in
respect thereof is to be made against the indemnifying  party hereunder,  notify
the  indemnifying  party in writing  thereof,  but the omission so to notify the
indemnifying  party shall not relieve it from any liability which it may have to
any  indemnified  party under this  Section 7. In case any such action  shall be
brought against any indemnified party and it shall notify the indemnifying party
of the  announcement  thereof,  the  indemnifying  party  shall be  entitled  to
participate  in and, to the extent it shall wish,  to assume and  undertake  the
defense thereof with counsel reasonably  satisfactory to such indemnified party,
and, after notice from the indemnifying  party to such indemnified  party of its
election to assume and undertake the defense  thereof,  the  indemnifying  party
shall not be liable to such indemnified party under this Section 7 for any legal
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected;  PROVIDED,  HOWEVER,  that,  if the  defendants in any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it  which  are  different  from or  additional  to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may be deemed to conflict  with the  interests  of the  indemnifying
party,  the indemnified  party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of
such  action,  with the  expenses  and fees of such  separate  counsel and other
expenses  related to such  participation  to be reimbursed  by the  indemnifying
party as incurred.

         Notwithstanding  the foregoing,  any  indemnified  party shall have the
right  to  retain  its  own  counsel  in any  such  action,  but  the  fees  and
disbursements of such counsel shall be at the expense of such indemnified  party
unless (i) the  indemnifying  party shall have failed to retain  counsel for the
indemnified  person  as  aforesaid  or (ii)  the  indemnifying  party  and  such
indemnified  party shall have mutually  agreed to the retention of such counsel.
It is understood that the  indemnifying  party shall not, in connection with any
action or related actions in the same

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<PAGE>

jurisdiction, be liable for the fees and disbursements of more than one separate
firm qualified in such jurisdiction to act as counsel for the indemnified party.
The indemnifying  party shall not be liable for any settlement of any proceeding
effected  without its written  consent,  but if settled  with such consent or if
there be a final judgment for the plaintiff,  the  indemnifying  party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. If the indemnification provided for in the first
two  paragraphs  of this Section 7 is  unavailable  to or  insufficient  to hold
harmless an  indemnified  party under such  paragraphs in respect of any losses,
claims,  damages  or  liabilities  or actions in  respect  thereof  referred  to
therein,  then  each  indemnifying  party  shall  in lieu of  indemnifying  such
indemnified  party  contribute to the amount paid or payable by such indemnified
party as a result of such losses,  claims,  damages,  liabilities  or actions in
such proportion as appropriate to reflect the relative fault of the Company,  on
the one hand,  and the  sellers  of such  Restricted  Stock,  on the  other,  in
connection  with the  statement  or  omissions  which  resulted in such  losses,
claims,  damages,  liabilities,  or  actions,  as  well  as any  other  relevant
equitable  considerations  including  the  failure to give any notice  under the
third  paragraph of this Section 7. The relative  fault shall be  determined  by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates to  information  supplied  by the  Company,  on the one hand,  or by the
sellers of such  Restricted  Stock, on the other,  and to the parties'  relative
intent, knowledge, access to information,  and opportunity to correct or prevent
such statement or omission.

         The Company and the sellers of Restricted Stock agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by PRO RATA  allocation  (even if all of the  sellers of  Restricted  Stock were
treated as one entity for such  purpose)  or by any other  method of  allocation
which does not take account of the equitable  considerations  referred to in the
immediately  preceding  paragraph.  The amount paid or payable by an indemnified
party as a result of the  losses,  claims,  damages,  liabilities,  or action in
respect  thereof,  referred to in the immediately  preceding  paragraph shall be
deemed to include,  subject to the  limitations  set forth  above,  any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions of this and the immediately preceding paragraph,  the sellers of such
Restricted Stock shall not be required to contribute any amount in excess of the
amount,  if any, by which the total price at which the Restricted  Stock sold by
each of them was offered to the public  exceeds the amount of any damages  which
they would  have  otherwise  been  required  to pay by reason of such  untrue or
alleged   untrue   statement  of  omission.   No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any  person who is not guilty of such
fraudulent  misrepresentation.  The indemnification of underwriters provided for
in this Section 7 shall be on such other terms and conditions as are at the time
customary and reasonably required by such underwriters.

         8. RULE 144  REPORTING.  From and after the date  hereof,  the  Company
agrees with the Holders of Restricted Stock as follows:

         (a) The Company  shall make and keep public  information  available  as
those terms are understood and defined in Rule 144 under the Securities  Act, at
all times from and after 90

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<PAGE>

days following the effective date of the first registration of the Company under
the Securities Act of an offering of its Common Stock to the general public.

         (b) The Company  shall file with the  Commission in a timely manner all
reports and other  documents as the Commission may prescribe under Section 13(a)
or 15(d) of the Securities  Exchange Ac of 1934, as amended (the "EXCHANGE ACT")
at any time after the Company has become subject to such reporting  requirements
of the Exchange Act.

         (c) The  Company  shall  furnish  to such  Holder of  Restricted  Stock
forthwith  upon  request  (i) a  written  statement  by  the  Company  as to its
compliance  with the  reporting  requirements  of Rule 144 (at any time from and
after 90 days following the effective date of the first  Registration  Statement
of the Company for an offering of its Common Stock to the general  public),  and
of the  Securities  Act and the  Exchange  Act (at any time  after it has become
subject to such reporting  requirements),  (ii) a copy of the most recent annual
or quarterly report of the Company and (iii) such other reports and documents so
filed  as a  Holder  may  reasonably  request  to  avail  itself  of any rule or
regulation of the Commission  allowing a Holder of Restricted  Stock to sell any
such securities without registration.

         9. MISCELLANEOUS.

         (a) The rights  arising under  Section 4 shall  terminate on the second
anniversary  of this  Agreement,  or if  earlier,  when  (i) the  Holder  of the
Restricted  Stock is no longer an  "affiliate"  as used in Rule 144 and (ii) the
Holder of the Restricted  Stock is permitted to sell all  Restricted  Stock then
held by it pursuant to Rule 144(k).

         (b) All covenants and  agreements  contained in this Agreement by or on
behalf of any of the parties  hereto  shall bind and inure to the benefit of the
respective  successors and assigns of the parties hereto whether so expressed or
not. Without limiting the generality of the foregoing,  the registration  rights
conferred  herein on the Holders of Restricted  Stock shall inure to the benefit
of any and all subsequent  permitted holders from time to time of the Restricted
Stock for so long as the certificates representing the Restricted Stock shall be
required to bear the legend specified in Section 2 hereof.

         (c) All notices, requests, consents, and other communications hereunder
shall be in  writing  and  shall be  mailed by  generally  recognized  overnight
courier,  postage prepaid, to the Holder of the Restricted Stock at his, her, or
its  address  set forth in the  records of the Company and to the Company at its
principal  place of business or, in any case, at such other address or addresses
as shall have been  furnished in writing to the Company (in the case of a Holder
of Restricted  Stock) or to the Holders of Restricted  Stock (in the case of the
Company).

         (d) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Delaware.

         (e) EACH PARTY TO THIS  AGREEMENT  HEREBY  IRREVOCABLY  AGREES THAT ANY
LEGAL ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO

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<PAGE>

THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY MAY BE BROUGHT IN THE
COURTS  OF THE STATE OF NEW YORK OR OF THE  UNITED  STATES  OF  AMERICA  FOR THE
SOUTHERN  DISTRICT  OF NEW YORK AND HEREBY  EXPRESSLY  SUBMITS  TO THE  PERSONAL
JURISDICTION  AND VENUE OF SUCH COURTS FOR THE  PURPOSES  THEREOF AND  EXPRESSLY
WAIVES ANY CLAIM OF  IMPROPER  VENUE AND ANY CLAIM  THAT THE SUCH  COURTS ARE AN
INCONVENIENT  FORUM.  EACH PARTY HEREBY  IRREVOCABLY  CONSENTS TO THE SERVICE OF
PROCESS  OF  ANY OF THE  AFOREMENTIONED  COURTS  IN ANY  SUCH  SUIT,  ACTION  OR
PROCEEDING BY THE MAILING OF COPIES  THEREOF BY  REGISTERED  OR CERTIFIED  MAIL,
POSTAGE  PREPAID,  TO ITS ADDRESS  SET FORTH IN SECTION  9(C),  SUCH  SERVICE TO
BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.

         (f) This Agreement constitutes the entire agreement of the parties with
respect to the subject  matter hereof and may not be modified or amended  except
in writing.

         (g) This Agreement may be executed in counterparts, each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

         IN WITNESS WHEREOF,  the parties hereto have executed this Registration
Rights Agreement as of the date and year first written above.

                                                  THE COMPANY:

                                                  HC Innovations, Inc.

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

                                                  HOLDER:

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

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








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