Exhibit 10.3


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.


November __, 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 [INSERT NAME OF
HOLDER] (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 [10% OF
FACE AMOUNT OF NOTE:  INSERT  AMOUNT]  shares of common  stock of the  Company's
fully paid and  non-assessable  shares of Common Stock, at an exercise price per
share as defined below.

         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 term  "EXERCISE  PRICE"  means the  exercise  price of any warrants
issued in connection with the Company's  Qualified Financing (as defined below);
provided, however, that in the event the Company does not consummate a Qualified
Financing  prior  to the  Maturity  Date  (as  defined  below)  of that  certain
Twelve-Month  10% Secured  Convertible  Note (the "Note")  issued in  connection
herewith to the Holder on the date  hereof,  the  "Exercise  Price" shall be the
average of the lowest bid prices for the  consecutive  twenty  (20)  trading day
period prior to the Maturity Date.

         The term "MATURITY DATE" means November __, 2008.

         The term  "QUALIFIED  FINANCING" is defined as the sale for cash by the
Company in a  transaction  or series of related  transactions  of debt,  equity,
equity-linked   securities  or  any

<PAGE>

combination thereof (the "SECURITIES")  generating gross proceeds to the Company
(excluding the principal  amount of any Notes tendered in connection  therewith)
of at least $10,000,000.

         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, the Holder may exercise this Warrant,  in whole or in part, at
any time or from time to time, 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  five  (5)  years  from  [INSERT  THE  WARRANT   ISSUANCE  DATE]  (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,  in whole or in part,  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  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 of
Common Stock for which this Warrant is  exercised.  To the extent that a portion
of this  Warrant  is not  exercised,  the  Company  shall  issue  a new  warrant
representing  the  unexercised  portion.  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.

         4.       INTENTIONALLY DELETED.


                                     - 2 -
<PAGE>

         5.       REGISTRATION   RIGHTS.   The   Holder   shall   have   certain
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.

                  6.1      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 or Warrants in the name
of the assignee or assignees and in the denomination or denominations  specified
in the instrument or  assignment,  and shall issue to the assignor a new Warrant
evidencing  any  portion  of this  Warrant  not so  assigned,  and this  Warrant
certificate shall promptly be cancelled.  A Warrant, if properly assigned in its
entirety  in  compliance  with  Section  9, may be  exercised  by the new Holder
without the issuance of a new Warrant certificate.

                  6.2      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.

         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


                                     - 3 -
<PAGE>

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.

                  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 thirty (30) 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


                                     - 4 -
<PAGE>

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
         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.

         1.11.    NOTICES.   All   notices,    requests,   demands   and   other
communications  hereunder  shall be in  writing,  with  copies  to all the other
parties  hereto,  and  shall be  deemed  to have  been  duly  given  when (i) if
delivered by hand,  upon  receipt,  (ii) if sent by  facsimile,  upon receipt of
proof of  sending  thereof,  (iii) if sent by  nationally  recognized  overnight
delivery service (receipt requested), the next business day or (iv) if mailed by
first-class  registered or certified  mail,  return receipt  requested,  postage
prepaid, four days after posting in the U.S. mails, in each case if delivered to
the following addresses:

If to the Company:         HC Innovations, Inc.
                           10 Progress Drive, Suite 200
                           Shelton, CT 06484
                           Attention: David Chess, MD, CEO
                           Telephone: (203) 925-9600


With a copy to:            Gersten Savage, LLP
                           600 Lexington Avenue
                           New York, New York 10022
                           Attention: Jay M. Kaplowitz, Esq.
                           Telephone: (212) 752-9700


                                     - 5 -
<PAGE>

         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.


                                     - 6 -
<PAGE>

         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:


                                     - 7 -
<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


                                     - 8 -
<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:


                                     - 9 -