Exhibit 10.5


                               CORPORATE GUARANTY
                               ------------------



         This  CORPORATE  GUARANTY  (this  "GUARANTY"),  is made  this __ day of
November,  2007,  by  the  entities  listed  on  Schedule  I,  individually  and
collectively,  jointly and severally,  the  "GUARANTOR") in favor of and for the
benefit and  security of  _______________________,  having a mailing  address at
__________________ (the "SECURED PARTY").

         WHEREAS,  pursuant to a Subscription Agreement,  dated the date hereof,
between  HC  Innovations,  Inc.  (the  "Company")  and the  Secured  Party  (the
"PURCHASE AGREEMENT"),  the Company has agreed to issue to the Secured Party and
the Secured Party has agreed to purchase from the Company (i)  Twelve-Month  10%
Secured  Convertible Notes, (the "NOTES"),  which are convertible into shares of
Company's  Common Stock,  par value $0.001 per share (the "COMMON  STOCK");  and
(ii) Common Stock purchase warrants (the "WARRANTS"); and

         WHEREAS,  each Guarantor is desirous of having the Secured Party make a
loan to the  Company,  and the Secured  Party has required  that each  Guarantor
execute and deliver this  Guaranty to the Secured  Party,  as a condition to the
loan made by the Secured Party; and

         WHEREAS, the loan made, as aforesaid, by the Secured Party is necessary
and desirable to the conduct and  operation of the business of the Company,  and
each Guarantor will derive  substantial  benefits from the credit made available
to the Company pursuant to the Notes;

         NOW,  THEREFORE,  for value received and in  consideration of any loan,
advance, or financial  accommodation of any kind whatsoever  heretofore,  now or
hereafter  made,  given or granted to the  Company by the  Secured  Party,  each
Guarantor agrees as follows:

         1.       Each   Guarantor,   jointly  and  severally,   unconditionally
guaranties (i) the full and prompt payment and performance, when due, whether at
maturity or earlier,  by reason of acceleration  or otherwise,  and at all times
thereafter,  of all of the  indebtedness,  liabilities  and obligations of every
kind and nature of the Company to the Secured Party or any parent,  affiliate or
subsidiary of the Secured  Party (the terms  "Secured  Party" as used  hereafter
shall include such parents,  affiliates and  subsidiaries),  howsoever  created,
arising or evidenced,  whether direct or indirect, absolute or contingent, joint
or several,  now or hereafter  existing,  or due or to become due, and howsoever
owned,  held  or  acquired  by the  Secured  Party,  whether  through  discount,
overdraft,  purchase,  direct loan or as  collateral  or  otherwise,  including,
without  limitation,  all  obligations  and  liabilities  of the  Company to the
Secured Party under the Notes, and (ii) the prompt,  full and faithful discharge
by the Company of each and every term, condition, agreement,  representation and
warranty  now or  hereafter  made by the  Company  to  Secured  Party  (all such
indebtedness,   liabilities  and  obligations  being  hereinafter   collectively
referred to as the "LIABILITIES"). Guarantor further agrees to pay all costs and
expenses,   including,  without  limitation,  all  court  costs  and  reasonable
attorneys' and paralegals' fees paid or incurred by Secured Party in endeavoring
to collect all or any part of the Liabilities from, or in prosecuting any action
against,  Guarantor.  All amounts payable by Guarantor under this Guaranty shall
be payable by Guarantor upon demand by Secured Party.

<PAGE>

         2.       Notwithstanding   any   provision  of  this  Guaranty  to  the
contrary,  it is  intended  that  this  Guaranty,  and any  liens  and  security
interests  granted by  Guarantor  to secure  this  Guaranty,  not  constitute  a
"Fraudulent Conveyance" (as defined below). Consequently,  Guarantor agrees that
if this  Guaranty,  or any liens or security  interests  securing this Guaranty,
would,  but for  the  application  of this  sentence,  constitute  a  Fraudulent
Conveyance,  this  Guaranty  and each such lien and security  interest  shall be
valid and  enforceable  only to the  maximum  extent  that  would not cause this
Guaranty  or  such  lien  or  security   interest  to  constitute  a  Fraudulent
Conveyance, and this Guaranty shall automatically be deemed to have been amended
accordingly at all relevant times. For purposes hereof,  "FRAUDULENT CONVEYANCE"
means a fraudulent  conveyance  under Section 548 of the  "Bankruptcy  Code" (as
hereinafter defined) or a fraudulent conveyance or fraudulent transfer under the
provisions of any applicable fraudulent conveyance or fraudulent transfer law or
similar law of any state,  nation or other  governmental unit, as in effect from
time to time.

         3.       Each Guarantor  hereby agrees that this Guaranty is a guaranty
of  payment  and  performance  and  not  of  collection,  and  that,  except  as
hereinafter   provided,   its   obligations   under  this   Guaranty   shall  be
unconditional,  irrespective  of  (i)  the  validity  or  enforceability  of the
Liabilities  or any part thereof,  or of any  promissory  note or other document
evidencing all or any part of the  Liabilities,  (ii) the absence of any attempt
to collect  Liabilities  from the Company or any other guarantor or other action
to enforce the same,  (iii) the waiver or consent by Secured  Party with respect
to any provision of any instrument evidencing Liabilities,  or any part thereof,
or any other  agreement  heretofore,  now or  hereafter  executed by Company and
delivered to Secured  Party,  (iv) failure by Secured Party to take any steps to
perfect and maintain its security interest in, or to preserve its rights to, any
security or collateral for  Liabilities,  (v) the  institution of any proceeding
under  Chapter 11 of Title 11 of the  United  States  Code (11 U.S.C.  ss.101 et
seq.), as amended (the "BANKRUPTCY CODE") or any similar or analogous  statutory
or nonstatutory  proceedings  under any other law, whether state,  provincial or
federal,  now  existing or hereafter  existing for relief of the debtors,  by or
against  Company,  (vi) Secured  Party's  election in any such proceeding of the
application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or
grant of a security interest by Company as  debtor-in-possession,  under Section
364 of the Bankruptcy Code,  (viii) the  disallowance,  under Section 502 of the
Bankruptcy Code, of all or any portion of Secured Party's claim(s) for repayment
of Liabilities,  or (ix) any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor.

         4.       Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of receivership,  insolvency
or bankruptcy of the Company,  protest or notice with respect to Liabilities and
all demands whatsoever, and covenants that this Guaranty will not be discharged,
except by complete  performance of the  obligations  and  liabilities  contained
herein.  Upon any  default  by the  Company as  provided  in any  instrument  or
document  evidencing  all  or  any  part  of  Liabilities,   including,  without
limitation, the Notes, Secured Party may, at its sole election, proceed directly
and at once,  without  notice,  against any Guarantor to collect and recover the
full amount or any portion of Liabilities,  without first proceeding against the
Company, or any other person,  firm, or corporation,  or against any security or
collateral for Liabilities.


                                       2
<PAGE>

         5.       Secured Party is hereby  authorized,  without notice or demand
and without  affecting the liability of any  Guarantor,  to at any time and from
time to time (i) renew,  extend,  accelerate  or  otherwise  change the time for
payment of, or other terms relating to,  Liabilities or otherwise modify,  amend
or change  the terms of any  promissory  note or other  agreement,  document  or
instrument  now or  hereafter  executed by the Company and  delivered to Secured
Party; (ii) accept partial payments on Liabilities; (iii) take and hold security
or  collateral  for the payment of  Liabilities  guaranteed  hereby,  or for the
payment  of this  Guaranty,  or for  the  payment  of any  other  guaranties  of
Liabilities or other liabilities of the Company,  and exchange,  enforce,  waive
and  release  any such  security  or  collateral;  (iv) apply such  security  or
collateral  and  direct  the  order or  manner  of sale  thereof  as in its sole
discretion it may determine;  and (v) settle,  release,  compromise,  collect or
otherwise  liquidate  Liabilities and any security or collateral therefor in any
manner,  without  affecting  or  impairing  the  obligations  of  any  Guarantor
hereunder.  Secured Party shall have the  exclusive  right to determine the time
and manner of application of any payments or credits,  whether received from the
Company or any other  source,  and such  determination  shall be binding on each
Guarantor. All such payments and credits may be applied, reversed and reapplied,
in whole or in part, to any of the  Liabilities as Secured Party shall determine
in its sole discretion  without affecting the validity or enforceability of this
Guaranty.

         6.       To secure the  payment  and  performance  of the  Liabilities,
including the obligations and liabilities  contained herein,  each Guarantor has
granted to Secured Party a security  interest  pursuant to a Security  Agreement
dated as of even date  herewith  among the Company,  each  Guarantor and Secured
Party (the "Security Agreement") in all property of Guarantor.  Guarantor agrees
that Secured  Party shall have the rights and remedies of a secured  party under
the UCC (as defined in the  Security  Agreement),  as now  existing or hereafter
amended,  with  respect  to all of the  aforesaid  property,  including  without
limitation thereof, the right to sell or otherwise dispose of any or all of such
property and apply the proceeds of such sale to the payment of  Liabilities.  In
addition, Secured Party may, in its sole discretion, without notice to Guarantor
and  regardless of the  acceptance of any security or collateral for the payment
hereof,  appropriate  and  apply  toward  the  payment  of  Liabilities  (i) any
indebtedness due or to become due from Secured Party to Guarantor,  and (ii) any
moneys, credits or other property belonging to Guarantor, at any time held by or
coming into the possession of Secured Party, whether for deposit or otherwise.

         7.       Each  Guarantor  hereby  assumes  responsibility  for  keeping
itself  informed of the  financial  condition  of the  Company,  and any and all
endorsers and/or other  guarantors of any instrument or document  evidencing all
or any part of Liabilities and of all other circumstances  bearing upon the risk
of nonpayment  of  Liabilities  or any part thereof that diligent  inquiry would
reveal,  and each Guarantor  hereby agrees that Secured Party shall not have any
duty to advise  Guarantor of information  known to Secured Party  regarding such
condition or any such circumstances or to undertake any investigation not a part
of its regular  business  routine.  If Secured  Party,  in its sole  discretion,
undertakes at any time or from time to time to provide any such  information  to
any  Guarantor,  Secured  Party shall be under no  obligation to update any such
information  or to provide any such  information  to Guarantor on any subsequent
occasion.

         8.       Each Guarantor consents and agrees that Secured Party shall be
under no obligation to marshal any assets in favor of Guarantor or against or in
payment of any or all of


                                       3
<PAGE>

Liabilities.  Each Guarantor further agrees that, to the extent that the Company
make a payment or payments  to Secured  Party,  or Secured  Party  receives  any
proceeds  of  collateral,  which  payment or  payments  or any part  thereof are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or required to be repaid to the Company,  its estate,  trustee,  receiver or
any other party, including, without limitation,  Guarantor, under any bankruptcy
law, state,  provincial or federal law, common law or equitable theory,  then to
the extent of such payment or repayment,  Liabilities  or the part thereof which
has been paid, reduced or satisfied by such amount, and Guarantor's  obligations
hereunder with respect to such portion of  Liabilities,  shall be reinstated and
continued  in full  force  and  effect  as of the  date  such  initial  payment,
reduction or satisfaction occurred.

         9.       Each Guarantor agrees that any and all claims of any Guarantor
against the Company,  any endorser or any other  guarantor of all or any part of
Liabilities,  or against Company's properties,  whether arising by reason of any
payment by any Guarantor to Secured Party pursuant to the provisions  hereof, or
otherwise,  shall be  subordinate  and  subject in right of payment to the prior
payment, in full, of all of Liabilities.

         10.      Secured Party may,  without  notice to anyone,  sell or assign
Liabilities or any part thereof,  or grant  participations  therein,  and in any
such  event  each and every  immediate  or  remote  assignee  or  holder  of, or
participant  in, all or any of Liabilities  shall have the right to enforce this
Guaranty,  by suit or otherwise  for the benefit of such  assignee,  holder,  or
participant,  as fully as if herein by name  specifically  given such right, but
Secured Party shall have an unimpaired right,  prior and superior to that of any
such assignee,  holder or participant,  to enforce this Guaranty for the benefit
of Secured Party, as to any part of Liabilities retained by Secured Party.

         11.      This  Guaranty  shall be binding upon  Guarantor  and upon the
successors  (including without  limitation,  any receiver,  trustee or debtor in
possession  of or for  Guarantor) of Guarantor and shall inure to the benefit of
Secured  Party and its  respective  successors  and  assigns.  Guarantor  hereby
represents and warrants that it has all necessary corporate authority to execute
and deliver this Guaranty and to perform its obligations hereunder.

         12.      This  Guaranty  shall  continue in full force and effect,  and
Secured Party shall be entitled to make loans and advances and extend  financial
accommodations  to the  Company on the faith  hereof  until such time as Secured
Party has, in writing, notified Guarantor that all of Liabilities have been paid
in full and  discharged  or until Secured  Party has actually  received  written
notice from Guarantor of the discontinuance of this Guaranty,  or written notice
of  the  dissolution  of  Guarantor.  In  case  of  any  discontinuance  by,  or
dissolution of, Guarantor  (collectively,  a "TERMINATION EVENT"), this Guaranty
and the obligations of Guarantor and its successors or assigns,  as the case may
be,  shall  remain in full force and effect with  respect to all of  Liabilities
incurred  prior to the  receipt  by  Secured  Party  of  written  notice  of the
Termination Event.

         13.      Wherever  possible each  provision of this  Guaranty  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this  Guaranty  shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent


                                       4
<PAGE>

of such  prohibition or invalidity  without  invalidating  the remainder of such
provision or the remaining provisions of this Guaranty.

         14.      THIS GUARANTY SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL
LAWS  OF  THE  STATE  OF  DELAWARE,  WITHOUT  REGARD  TO  ITS  CONFLICTS  OF LAW
PRINCIPLES.

         15.      Each  Guarantor  irrevocably  agrees that,  subject to Secured
Party's sole and absolute  election,  all disputes  arising  under this Guaranty
will be  submitted  to  arbitration  in  Boston,  Massachusetts  before a single
arbitrator of the American Arbitration Association ("AAA"). The arbitrator shall
be selected by  application  of the rules of the AAA, or by mutual  agreement of
the  parties,  except  that such  arbitrator  shall be an  attorney  admitted to
practice law in the State of New York. No party to this agreement will challenge
the  jurisdiction  or venue  provisions as provided in this section.  Nothing in
this section shall limit the Secured Party's right to obtain an injunction for a
breach of this Guaranty from a court of law.

         16.      TERMINATION.  This  Agreement  shall  terminate on the date on
which all  Liabilities  have been  satisfied,  performed,  paid or discharged in
full.

                            [Signature Page Follows]


                                       5
<PAGE>

         IN  WITNESS  WHEREOF,  this  Guaranty  has been  duly  executed  by the
undersigned as of this ____ day of November, 2007.

GUARANTOR:



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



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



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

<PAGE>

ACKNOWLEDGMENT OF SIGNATURES

STATE OF ___________________________________}
                                            } SS
COUNTY OF __________________________________}

         I,  ___________________________,  a Notary  Public in and for the state
and county  aforesaid,  so hereby  certify  that  before me this day  personally
appeared  _______________________,  known to me to be the same person whose name
is subscribed to the foregoing  Secured  Continuing  Unconditional  Guaranty and
known  to me to be the  _____________________________  of the  corporation  that
executed  the  foregoing  Secured   Continuing   Unconditional   Guaranty,   and
acknowledged  to me that he executed and delivered the foregoing  consent as his
free and voluntary act, for the uses set forth therein.

         IN WITNESS WHEREOF,  I have hereunto set my hand and official seal this
______ day of November, 2007.


                                        ------------------------------------
                                        Notary Public

                                        My Commission Expires: _____________

ACKNOWLEDGMENT OF SIGNATURES

STATE OF ___________________________________}
                                            } SS
COUNTY OF __________________________________}

         I,  ___________________________,  a Notary  Public in and for the state
and county  aforesaid,  so hereby  certify  that  before me this day  personally
appeared  _______________________,  known to me to be the same person whose name
is subscribed to the foregoing  Secured  Continuing  Unconditional  Guaranty and
known  to me to be the  _____________________________  of the  corporation  that
executed  the  foregoing  Secured   Continuing   Unconditional   Guaranty,   and
acknowledged  to me that he executed and delivered the foregoing  consent as his
free and voluntary act, for the uses set forth therein.

         IN WITNESS WHEREOF,  I have hereunto set my hand and official seal this
______ day of November, 2007.


                                        ------------------------------------
                                        Notary Public

                                        My Commission Expires: _____________