Exhibit 10.2


THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT,  TOGETHER WITH ANY SECURITIES
ISSUABLE  UPON  ITS  CONVERSION,  IF ANY,  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT"), OR QUALIFIED  UNDER  APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES  REPRESENTED BY THIS INSTRUMENT HAVE BEEN
ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH,  THE  SALE  OR  DISTRIBUTION  THEREOF.  NO  SALE  OR  DISPOSITION  OF THIS
CONVERTIBLE NOTE OR THE SECURITIES ISSUABLE UPON ITS CONVERSION,  IF ANY, MAY BE
EFFECTED  WITHOUT AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
OPINION  OF COUNSEL  FOR THE  HOLDER,  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION



$______________                                                NOVEMBER __, 2007



                              HC INNOVATIONS, INC.
                    TWELVE-MONTH 10% SECURED CONVERTIBLE NOTE

                             DUE: NOVEMBER __, 2008

For  value  received,   HC  INNOVATIONS,   INC.  (the  "Company"),   a  Delaware
corporation, hereby promises to pay ___________, or their assigns ("Holder") the
principal sum of _______________US  Dollars  ($_____________) in lawful money of
the United States with interest on the outstanding principal balance at the rate
of ten  percent  (10%) per annum  payable on November  __,  2008 (the  "Maturity
Date"),  as provided herein,  unless  converted to an ownership  interest in the
Company or unless this Note becomes earlier due and payable, as indicated below.
All interest due under this Note shall accrue and be capitalized hereunder until
repayment or conversion as provided  herein and shall be calculated on the basis
of a 360-day year.  Upon an Event of Default,  subject to any applicable  notice
and  grace  periods,  in  addition  to  any  other  rights  or  remedies  of the
Noteholder,  interest shall accrue on the unpaid principal  balance of this Note
from and  beginning  on the date due until  paid in full at a rate  equal to the
lesser of twelve percent  (12.0%) per annum or the maximum rate allowable  under
applicable law.

1.       CONVERSION.

         1.1      OPTIONAL CONVERSION. At any time, and from time to time, prior
to the  Maturity  Date,  the Holder  shall  have the option to convert  all or a
portion of the  principal  and accrued but unpaid  interest with respect to this
Note into  shares of the  Company's  Common  Stock at the  Conversion  Price (as
defined  herein) on or prior to the Maturity  Date.  The  "Conversion  Price" is
equal to seventy  percent  (70%) of the average of the lowest bid prices for the
Company's common stock for the consecutive  twenty (20) trading days immediately
prior to the Conversion Date (as


                                       1
<PAGE>

defined below); provided,  however, the Conversion Price shall not be lower than
$1.00 per share.  Further, upon the closing of a Qualified Financing (as defined
herein),  the Holder shall have the right to either: (i) tender all or a portion
of this Note (in lieu of cash) for securities issued in the Qualified Financing,
receiving credit for all unpaid principal and interest then due on this Note, or
(ii) have all or a portion of the unpaid  principal and interest then due on the
Note paid in full.  In the event of an Optional  Conversion  pursuant to Section
1.1(i) above, the Holder may convert the principal and unpaid interest due under
this Note at a price equal to the lower of (a) a thirty  percent (30%)  discount
to the issue price of the new securities offered in the Qualified Financing;  or
(b) a thirty  percent (30%) discount to the average of the lowest bid prices for
the Company's common stock for the consecutive twenty (20) trading days prior to
the  announcement  of the issue of new  securities in the  Qualified  Financing;
provided,  however,  that the tender price  pursuant to this provision (b) shall
not be lower than $1.00 per share.

         A "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  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.

         1.2      TERMS OF CONVERSION.  Any conversion  hereunder shall occur on
the date the Holder  tenders  notice to the  Company  of  Holder's  election  to
convert  (the  "Conversion  Date")  and  shall be upon the  following  terms and
conditions:

                  (a)      To effect  optional  conversion,  Holder shall, on or
prior to the Maturity Date,  deliver to Company at its principal office Holder's
written notice of conversion, a copy of which is attached hereto as Exhibit A.

                  (b)      Holder  shall,  within  five  (5)  Business  Days (as
defined  below)  after the  Conversion  Date,  surrender  to the  Company at its
principal  office  this Note with power  attached  duly  endorsed  by Holder for
transfer and  cancellation.  In the event of partial  conversion of this Note as
provided  herein,  the Company shall issue a replacement  note for any amount of
this Note not so converted.  Upon  surrender and  cancellation  of this Note, in
whole or in part, and after  compliance  with all  applicable  federal and state
securities  laws,  Holder shall,  without  further act of Holder or the Company,
become the owner of the Company's Common Stock (the "Securities") into which the
Note converts for all purposes,  and the Company at its expense will cause to be
issued in the name of and  delivered  to Holder  certificates  representing  the
Securities  and any money or other  property  that Holder is entitled to receive
upon conversion  under the terms of this Note.  Holder shall not have any rights
of a shareholder  with regard to the Securities into which the Note converts and
shall not receive any dividends or other distributions payable on the Securities
until such time as Holder  surrenders  the Note or any  portion  thereof  (or an
affidavit of lost promissory note with indemnities satisfactory to the Company).
Upon  conversion  of only a portion  of the  outstanding  balance  of this Note,
pursuant to  section1.1,  the Company  shall issue and deliver to  Noteholder  a
replacement convertible note, in the form of this Note, effective as of the date
first set forth above for remaining principal balance. "Business


                                       2
<PAGE>

Day"  shall  mean  any day  other  than a  Saturday,  Sunday  or a day on  which
commercial  banks in the City of New York are  authorized  or required by law or
executive order to remain closed.

         1.3      EFFECT OF  CONVERSION.  In the event of a  conversion  hereof,
this Note, to the extent converted, shall be of no further force or effect as of
the close of business on the date such conversion occurs.

         1.4      FRACTIONAL  SHARES.  No  fractional  shares of Common Stock or
scrip shall be issued upon  conversion  of the Note.  In lieu of any  fractional
shares of Common Stock which would  otherwise be issuable upon  conversion,  the
Company may, at its option,  pay a cash adjustment in respect of such fractional
interest.

         1.5      RESERVATION  OF SHARES.  Until the amounts due under this Note
are paid, in full,  the Company shall reserve out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the Note, sufficient shares of Common Stock to provide for the conversion of the
Note.

         1.6      VALID  ISSUANCES.  All  shares  of Common  Stock  which may be
issued upon conversion of the Note will upon issuance by the Company be duly and
validly issued,  fully paid and nonassessable and free from all taxes, liens and
charges  with  respect to the issuance  thereof,  and the Company  shall take no
action which will cause a contrary result.

2.       PAYMENTS OF PRINCIPAL AND INTEREST.

         2.1      PAYMENT OF  PRINCIPAL  AND  INTEREST.  Principal  and Interest
shall be payable in a single lump sum on the Maturity Date,  unless converted to
an ownership interest in the Company or unless this Note becomes earlier due and
payable,  as indicated herein. All interest due under this Note shall accrue and
be capitalized  hereunder  until  repayment or conversion as provided herein and
shall be calculated daily on the basis of a 360-day year.

         2.2      PREPAYMENT  OF NOTE.  The Company has the option to repay all,
but not less than all, unpaid principal and accrued interest due on this Note at
any time prior to the Maturity Date,  without penalty or premium,  provided that
the  Company  shall  deliver  to the  Holders  written  notice  of any  intended
prepayment  at  least  thirty  (30)  calendar  days  prior  to the  date of such
prepayment  ("Prepayment Notice"). The Holder may convert all, but not less than
all, unpaid  principal and accrued  interest due on this Note as provided herein
at any time  beginning  on the date of the  Prepayment  Notice and ending on the
thirtieth (30th) calendar day thereafter.

         2.3      TAXES.  The Company may  withhold and pay over to the relevant
authorities any backup  withholding  from any interest payment to be made to the
Holder to the extent that such  withholding is required by the Internal  Revenue
Code or any other applicable federal law, rule, or regulation.


                                       3
<PAGE>

3        DEFAULT. The entire unpaid principal balance of this Note shall, at the
election of the Holder,  become  immediately due and payable upon the occurrence
of any of the following events of default:

                  (a)      The failure of the Company to make payment in full of
         interest and principal on or before the Maturity Date.

                  (b)      The filing by the Company of a voluntary  petition in
         bankruptcy,  arrangement, or other such relief under federal bankruptcy
         law, or a voluntary  petition for the  appointment of a receiver or for
         such other  relief  under the laws of any  State,  or the making by the
         Company of an assignment of all or substantially  all of its assets for
         the benefit of creditors.

                  (c)      The  dissolution  of the Company by operation of law,
         shareholder or board of directors' action, or otherwise.

                  (d)      The  adjudication  of  the  Company  as  bankrupt  or
         insolvent,  the appointment of a receiver for all or substantially  all
         of the Company's assets if such adjudication,  order, or appointment is
         made upon a petition  filed against the Company and is not within sixty
         (60) days after it is made,  vacated, or stayed on appeal or otherwise,
         or if the  Company  by any  action  or  failure  to act  signifies  its
         approval thereof, consent thereto and acquiescence therein.

                  (e)      an event of default occurs, which is not cured within
         the time period  allowed,  under the  Security  Agreement  entered into
         between the Company and the Holder.

         Notwithstanding this Section 3, the Holder may, at its option, deem the
death of the Company's Chief Executive  Officer,  David Chess, to be an event of
default as provided herein.

         The  Company  agrees  to pay  Holder  the  reasonable  paralegal  fees,
attorneys'  fees and  costs,  incurred  by Holder  for the  services  of counsel
employed  after  maturity or default to collect  this Note or any  principal  or
interest  due  hereunder,  including,  but not  limited to any of the  foregoing
incurred in  connection  with any trial,  or  appellate  proceedings,  or in any
proceedings  under the United  States  Bankruptcy  Code or in any post  judgment
proceedings.

4.       REPRESENTATIONS  AND WARRANTIES OF HOLDER. For the purpose of complying
with applicable securities laws, Holder makes the following  representations and
warranties.

         4.1.     PURCHASE  FOR  OWN  ACCOUNT.  Holder  represents  that  he  is
acquiring  this Note and will  acquire any  Securities  solely for  Holder's own
account and  beneficial  interest for investment


                                       4
<PAGE>

and not for sale or with a view to  distribution  of the  Securities or any part
thereof, have no present intention of selling (in connection with a distribution
or otherwise),  granting any  participation  in, or otherwise  distributing  the
same,  and does  not  presently  have  reason  to  anticipate  a change  in such
intention.

         4.2.     INFORMATION.  Holder acknowledges that he has received all the
information  he has  requested  from the Company and he  considers  necessary or
appropriate for deciding  whether to acquire the Securities.  Holder  represents
that he has had an  opportunity  to ask questions  and receive  answers from the
Company regarding the terms and conditions of the offering of the Securities and
to obtain any  additional  information  necessary  to verify the accuracy of the
information given Holder.

         4.3.     ABILITY  TO  BEAR  ECONOMIC  RISK.  Holder  acknowledges  that
investment in the Securities involves a high degree of risk, and represents that
he is able, without materially  impairing his financial  condition,  to hold the
Securities for an indefinite period of time and to suffer a complete loss of his
investment.

         4.4.     FURTHER  LIMITATIONS  ON  DISPOSITION.   Without  in  any  way
limiting the  representations set forth above, Holder further agrees not to make
any disposition of all or any portion of the Securities unless and until:

                  4.4.1.   There  is then in  effect  a  Registration  Statement
under the 1933 Act covering such proposed  disposition  and such  disposition is
made in accordance with such Registration Statement; or

                  4.4.2.   Holder  shall  have   notified  the  Company  of  the
proposed disposition,  and if reasonably requested by the Company,  Holder shall
have furnished the Company with an opinion of counsel,  reasonably  satisfactory
to the Company,  that such disposition will not require  registration  under the
1933 Act or any applicable state securities laws; or

         4.5      PERMITTED   TRANSFERS.   Notwithstanding   the  provisions  of
paragraphs (4.4.1) and (4.4.2) above, no such registration  statement or opinion
of  counsel  shall be  necessary  for a  transfer  by  Holder  by gift,  will or
intestate  succession to any spouse or lineal  descendants or ancestors,  if all
transferees  agree in  writing  to be  subject  to the terms  hereof to the same
extent as if they were Lender hereunder.

         4.6.     EXPERIENCE.  Holder is a) an "accredited investor" (as defined
in Regulation D promulgated  under the 1933 Act) and b) either alone or with his
duly  appointed   "purchaser   representative"   (as  defined  in  Regulation  D
promulgated  under the 1933 Act), has such knowledge and experience in financial
and business  matters that Holder is able to evaluate the merits and risks of an
investment in the Notes or has a pre-existing  personal or business relationship
with the Company or one of its  officers or  directors  which is of a nature and
duration


                                       5
<PAGE>

that Holder is in a position to evaluate the character, the business acumen, and
the  general  business  and  financial  circumstances  of the  Company  and  its
subsidiaries.

         4.7.     FURTHER  ASSURANCES.  Holder agrees and covenants  that at any
time and from time to time he will  promptly  execute and deliver to the Company
such further  instruments  and  documents  and take such  further  action as the
Company may reasonably require in order to carry out the full intent and purpose
of this Agreement.

5.       SECURITY  INTEREST.  The  Company's  obligations  under  this  Note are
secured by that certain Security  Agreement,  dated the date hereof, made by the
Company in favor of the Holder.

6.       RANKING

         6.1.     SUBORDINATION.  The obligations of the Company hereunder shall
be  subordinated  to all other current  secured debt of the Company (the "Senior
Indebtedness"),  as more fully described in that certain Subscription  Agreement
for the Purchase of Securities,  entered into between the Company and the Holder
on the date  hereof.  The  Company  will not incur new lines of  credit,  credit
facilities or otherwise incur any additional indebtedness without the consent of
the  Holder,  which  consent  may be  withheld  in the  sole  discretion  of the
undersigned;  provided,  however,  that such prohibition  shall not apply to the
Qualified  Financing,  and trade  payables  incurred in the  ordinary  course of
business.

         6.2.     EQUAL PRIORITY WITH OTHER NOTES.  The security  interest under
this Note shall have equal  priority with security  interests  granted under the
other Notes.

         6.3.     DISTRIBUTION ON DISSOLUTION,  LIQUIDATION, AND REORGANIZATION.
In the event of any  payment  or  distribution  of assets or  securities  of the
Company,  whether  in cash,  property,  or  securities,  to  creditors  upon any
dissolution or winding up or total or partial liquidation,  or reorganization of
the  Company,  whether  voluntary  or  involuntary  and  whether in  bankruptcy,
insolvency,  or receivership proceedings or upon an assignment of the benefit of
creditors or any other  marshaling of the assets or  liabilities of the Company,
all Senior  Indebtedness  shall first be paid in full, or due provision made for
such payment, in accordance with terms of such Senior  Indebtedness,  before any
payment is made on account of the Notes.

7.       WAIVERS.  Except as otherwise  expressly set forth herein, the Company,
to the extent  permitted by  applicable  law,  waives  presentment  for payment,
protest and demand, and notice of protest, demand and/or dishonor and nonpayment
of this Note and all other notices or demands otherwise required by law that the
Company may lawfully waive.  No failure to accelerate the Loan evidenced  hereby
by reason of an Event of Default,  nor any  acceptance  of a past due payment or
granting  of any  indulgence  from time to time,  shall be  construed:  (A) as a
novation of this Note or a reinstatement of the indebtedness  evidenced  hereby,
or as a waiver  of such  right of  acceleration  or of the  right of the  Holder
thereafter to insist upon strict compliance under the terms of this Note: or (B)
to prevent the exercise of such right of acceleration or any other right


                                       6
<PAGE>

granted hereunder or under any statute or rule of law or equity now or hereafter
in effect.  No  renewal or  extension  of this Note  shall  operate to  release,
discharge,  modify, change or affect the original liability of the Company under
this  Note,  either in whole or in part,  unless  the  Holder  expressly  agrees
otherwise  in  writing.  No  provision  of this  Note  may be  changed,  waived,
discharged or terminated except in accordance with terms of this Note. No single
or partial  exercise by the Holder of any right  hereunder,  under the  Security
Agreement  or any other  agreements  between  the  Company  and the Holder  will
preclude  any  further or other  exercise  thereof or the  exercise of any other
rights.  No delay or omission on the part of the Holder in exercising  any right
hereunder  will  operate as a waiver of such right or of any other  right  under
this Note.

8.       REMEDIES  CUMULATIVE.  No right or remedy conferred upon or reserved to
Holder, or now or hereafter  existing at law or in equity or by statute or other
legislative enactment, is intended to be exclusive of any other right or remedy,
and each and every such right or remedy shall be cumulative and concurrent,  and
shall be in  addition  to every  other such right or remedy,  and may be pursued
singly,  concurrently,  successively  or  otherwise,  at the sole  discretion of
Holder,  and shall not be  exhausted  by any one  exercise  thereof,  but may be
exercised as often as occasion  therefor shall occur.  No act of Holder shall be
deemed or construed as an election to proceed under any one such right or remedy
to the exclusion of any other such right or remedy. Furthermore, each such right
or remedy of Holder shall be separate, distinct and cumulative and none shall be
given effect to the exclusion of any other.

9.       MISCELLANEOUS.

         9.1.     BINDING  AGREEMENT.  The terms and  conditions  of this  Note,
Subscription  Agreement for the Purchase of  Securities,  Warrant,  Registration
Rights  Agreement  and Security  Agreement  shall inure to the benefit of and be
binding upon the  respective  successors  and assigns of the Company and Holder.
Nothing in this Note,  express or implied,  is intended to confer upon any third
party any rights,  remedies,  obligations,  or liabilities under or by reason of
this Note, except as expressly provided in this Note.

         9.2      AMENDMENT. No modification to this Note, nor any waiver of any
rights,  shall be  effective  unless  assented  to in writing by the party to be
charged,  and the waiver of any breach or default shall not  constitute a waiver
of any other right or any  subsequent  breach or default.  Any provision of this
Note  requiring  the  consent,  election or approval of a Majority in  Interest,
shall not be modified or waived  without the approval of a Majority in Interest.
Notwithstanding  the  foregoing,  if before  this Note is either paid in full or
converted  into equity,  any  additional  note is issued by the Company on terms
more  favorable  to the holder than the terms of this Note,  then to the fullest
extent  permitted  by law,  this Note shall  automatically  and without  further
action  of any party be  amended  to  contain  such more  favorable  terms.  The
"Majority in Interest" shall mean those persons who have loaned the Company over
50% of the amount  borrowed by it under this Note and any other notes  issued by
the  Company on  substantially  the same terms as this Note  (collectively,  the
"Notes").


                                       7
<PAGE>

         9.3.     GOVERNING  LAW,  JURISDICTION  AND  VENUE.  THIS  NOTE WILL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS  THEREOF THAT WOULD OTHERWISE
REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

                  (i)      JURISDICTION.  The Company irrevocably submits to the
jurisdiction  of any State or  Federal  Court  sitting in the State of New York,
County of New York,  over any suit,  action,  or  proceeding  arising  out of or
relating to this Note.  The Company  irrevocably  waives,  to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such suit, action, or proceeding brought in such a court and
any claim that suit,  action,  or proceeding has been brought in an inconvenient
forum.  The  Company  agrees  that the  service  of  process  upon it  mailed by
certified or registered mail,  postage prepaid and return receipt requested (and
service  so made  shall be deemed  complete  three  days after the same has been
posted as  aforesaid)  or by personal  service  shall be deemed in every respect
effective  service of process  upon it in any such suit or  proceeding.  Nothing
herein  shall  affect  Holder's  right  to serve  process  in any  other  manner
permitted by law. The Company agrees that a final non-appealable judgment in any
such  suit or  proceeding  shall  be  conclusive  and may be  enforced  in other
jurisdictions by suit on such judgment or in any other lawful manner.

                  (II)     NO JURY  TRIAL.  THE  COMPANY  HEREBY  KNOWINGLY  AND
VOLUNTARILY  WAIVES  ANY AND ALL  RIGHTS  IT MAY  HAVE TO A TRIAL  BY JURY  WITH
RESPECT TO ANY LITIGATION  BASED ON, OR ARISING OUT OF, UNDER,  OR IN CONNECTION
WITH, THIS NOTE.

         9.4.     CONSTRUCTION.  The titles and subtitles  used in this Note are
used  for  convenience  only  and  are not to be  considered  in  construing  or
interpreting  this Note. The language of this Note shall be construed  according
to its fair meaning and not strictly for or against any party.

         9.5.     NOTICES.   All   notices,    requests,   demands   and   other
communications  under this Note shall be in writing  and shall be deemed to have
been duly  received on the date of service if served  personally or by facsimile
(with  electronically  verified  receipt)  on the party to whom  notice is to be
given,  or on the third day after  mailing if mailed to the party to whom notice
is to be given by registered or certified mail,  postage  prepaid,  and properly
addressed as follows:



         To Holder:

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

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



         To the Company:
         HC Innovations, Inc.
         10 Progress Drive, Suite 200
         Shelton, CT 06484
         Attn: David Chess, MD, CEO


                                       8
<PAGE>

         With a copy to:
         Gersten Savage, LLP
         600 Lexington, Avenue, 9th Floor
         New York, NY 10022
         Attention: Jay M. Kaplowitz, Esq.

         Any party may change its address for purposes of this Section by giving
the other  parties  written  notice of the new  address  in the manner set forth
above.

         9.6.     SEVERABILITY.  If any of  the  provisions  of  this  Note  are
determined to be invalid,  illegal,  or unenforceable,  such provisions shall be
modified to the minimum extent  necessary to make such  provisions  enforceable,
and the validity,  legality,  and enforceability of the remaining  provisions of
this Note shall  continue  in full  force and effect to the extent the  economic
benefits conferred upon the Company and Holder by this Note remain substantially
unimpaired.

         9.7.     RESOLUTION  OF DISPUTES.  All claims and  disputes  between or
among  the  parties  relating  in  any  way to  this  Note  or its  performance,
interpretation,  validity, breach or to any other rights, duties, or obligations
between  the  Company  and Holder  whether or not  arising  under this Note (the
"Dispute")  shall be  subject  to a good  faith  effort  at  resolution  through
non-binding  mediation before any litigation may be commenced.  Either party may
tender the Dispute to mediation with a third party impartial  mediator agreed to
by both  parties.  In the event the parties do not agree on the mediator  within
thirty  (30) days of a request by either  party for  mediation  of the  Dispute,
either  party may  submit  the  Dispute  to JAMS in New  York,  New York and the
parties  agree that JAMS may select the  mediator  to mediate the  Dispute.  Any
mediation fee shall be divided equally among the parties.

         9.8.     ATTORNEYS'  FEES.  Should any litigation be commenced  between
the Company and Holder concerning the rights or obligations under this Note, the
party prevailing in such litigation shall be entitled, in addition to such other
relief as may be granted,  to a reasonable sum as and for its  attorneys'  fees,
experts'  fees,  costs and  expenses in such  litigation.  This amount  shall be
determined by the court in such  litigation or in a separate  action brought for
that purpose.

         9.9.     POST  JUDGMENT.   In  addition  to  any  amount   received  as
attorneys' fees, the prevailing party also shall be entitled to receive from the
party  held to be  liable,  an  amount  equal to the  attorneys'  fees and costs
incurred in enforcing any judgment against such party. This Section is severable
from the other  provisions  of this Note and  survives  any  judgment and is not
deemed merged into any judgment.

         9.10.    ENTIRE  AGREEMENT.  This Note  constitutes the full and entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof  and no party  shall be liable or


                                       9
<PAGE>

bound to any other in any manner by any representations,  warranties,  covenants
and agreements except as specifically set forth herein.

         9.11     SUCCESSORS  AND  ASSIGNS.  This Note  inures to the benefit of
Holder and binds Company, its successors and assigns, and the words "Holder" and
"Company"  whenever  occurring  herein shall be deemed and  construed to include
such respective heirs, successors and assigns.



         Executed on November __, 2007.


                                        HC INNOVATIONS, INC.

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





                                        Agreed and Acknowledged



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


                                       10
<PAGE>

                              NOTICE OF CONVERSION



Pursuant to Section 1 of that certain  Twelve-Month 10% Secured Convertible Note
(the  "Note")  issued  to   ________________________,   the  undersigned  hereby
exercises  his/her/its  right to convert the full  principal  amount of the Note
into shares of HC  Innovations,  Inc. (the  "Company")  Common Stock. As per the
Note, the undersigned  understands  that the Conversion Price (as defined in the
Note) will be equal to $____.


         Date of Note:
         Amount:
         Maturity Date:









By:
   -------------------------------------------------------------
         [Names of Debenture Holder]

Date:
     -----------------------------



1) ENCLOSE ORIGINAL SIGNED DEBENTURE AND RETURN TO:
---------------------------------------------------

         JEFFREY L. ZWICKER
         CHIEF FINANCIAL OFFICER
         HC INNOVATIONS, INC.
         10 PROGRESS DRIVE, SUITE 200
         SHELTON, CT 06484





2) PREPAID FEDEX ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE