Exhibit 10.6


                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "AGREEMENT")  is made and
entered  into as of November  __, 2007 by and between HC  INNOVATIONS,  INC.,  a
Delaware  corporation  (the  "COMPANY"),  and Kenneth D. Lame Living  Trust (the
"HOLDER").

                                   BACKGROUND

         The Holder has agreed to purchase from the Company, and the Company has
agreed  to  sell  to the  Holder  Twelve-Month  10%  Secured  Convertible  Notes
(collectively,  the "Notes") and a Warrant to purchase  shares of the  Company's
Common Stock  (collectively,  the  "WARRANTS")  on the terms and  conditions set
forth in Subscription  Agreement,  Note, and Security  Agreement,  each dated of
even date  herewith by and between the Company and the Holder,  as amended  from
time to time (collectively, the "OFFERING DOCUMENTS").

         The  principal  and interest  under the Note may convert into shares of
the Company's Common Stock, $0.001 par value per share (the "Note Shares").

         Further,  the Holder will  receive a Warrant,  entitling  the Holder to
purchase shares of Common Stock (each, a "WARRANT SHARE").

         This Agreement grants certain  registration  rights to the Holders with
respect  to the  Note  Shares  and  Warrants  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.

         "MATURITY DATE" shall mean the date that is twelve months from the date
of issuance of the Note.

         "REGISTRABLE  SECURITIES"  shall mean:  (i) the Common  Stock issued or
issuable  to each  Holder  or its  permitted  transferee  or  designee  (a) upon
conversion  of the Notes or exercise  of the  Warrants;  provided  that all such
shares shall cease to be  Registrable  Securities at such time as they have been
sold under a Registration Statement or pursuant to Rule 144 under the Securities
Act or  otherwise  or at such time as they are  eligible to be sold  pursuant to
Rule 144(k). The rights to cause the Company to register Registrable  Securities
pursuant  to this  Agreement  only may be  assigned  by a Holder to a  permitted
transferee  or  assignee  of the  securities  held  by  such  Holder,  as may be
restricted by other agreements between the Company and the Holder.

<PAGE>

         "RESTRICTED STOCK" shall mean the Note Shares and/or the 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 Note Shares 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 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.       REGISTRATION REQUIREMENTS.  (a) The Company shall use its best
efforts to effect the  registration  of the Registrable  Securities  (including,
without  limitation,  the  execution of an  undertaking  to file  post-effective
amendments,  appropriate  qualification under applicable blue sky or other state
securities laws and appropriate  compliance with applicable  regulations  issued
under the Securities Act) as would permit or facilitate the sale or distribution
of all the Registrable  Securities in the manner  (including manner of sale) and
in all states  reasonably  requested  by the  Holder.  Such best  efforts by the
Company shall include, without limitation, the following:


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<PAGE>

         (i)      The Company  shall prior to the Maturity  Date (the  "REQUIRED
FILING DATE")  prepare and file a  registration  statement  with the  Commission
pursuant to Rule 415 under the  Securities Act ("RULE 415") on Form SB-2 or Form
S-3 under the  Securities Act (or in the event that the Company is ineligible to
use such  form,  such other form as the  Company  is  eligible  to use under the
Securities  Act provided  that any other form shall be converted  into an S-3 as
soon as Form S-3  becomes  available  to the  Company)  covering  resales by the
Holders as selling stockholders (not underwriters) of the Registrable Securities
(a  "REGISTRATION  STATEMENT"),  which  Registration  Statement,  to the  extent
allowable  under  the  Securities  Act  and  the  rules  promulgated  thereunder
(including Rule 416), shall state that such  Registration  Statement also covers
such  indeterminate  number of  additional  shares of Common Stock as may become
issuable  upon  conversion  of the Bridge  Notes and  exercise  of the  Warrants
pursuant to the  issuance of Common Stock to pay interest on the Bridge Notes or
pursuant to the  applicable  anti-dilution  provisions.  The number of shares of
Common Stock initially included in such Registration  Statement shall be no less
than 100% of the maximum  number of shares of Common Stock which may be included
in a Registration Statement without exceeding  registration  limitations imposed
by the SEC  pursuant  to Rule 415 (the "RULE 415  AMOUNT")  in a comment  letter
addressed to the Company;  PROVIDED that the Company shall use its  commercially
reasonable  efforts to contest such  limitation,  but in any event not less than
approximately  6,970,664 shares of Common Stock.  Thereafter,  the Company shall
use its best efforts to cause such  Registration  Statement and other filings to
be declared effective,  as soon as possible,  and in any event no later than the
180th day following the Maturity Date (or not later than the 210th day following
the Closing Date if the SEC reviews such  Registration  Statement) or such later
date   specified  in  the  last  sentence  of  this  Section   4(a)(i)  for  the
effectiveness of a registration  statement (the "REQUIRED  EFFECTIVE  DATE"). In
the event that less than all of the  Registrable  Securities  are  included in a
Registration  Statement  as a  result  of  the  limitations  described  in  this
paragraph,  then the Company will (i) reduce on a proportionate basis the number
of Registrable Securities of each Holder included in such Registration Statement
and (ii) file additional Registration Statements,  each registering the Rule 415
Amount,  SERIATIM, until all of the Registrable Securities have been registered.
The Required Filing Date and the Required Effective Date of each such additional
Registration  Statement  shall  be  thirty  (30)  days  and  ninety  (90)  days,
respectively,  after  the  first day such  Registration  Statement  may be filed
without  objection by the SEC based on Rule 415. Without limiting the foregoing,
the Company will promptly  respond to all SEC comments,  inquiries and requests,
and shall request  acceleration of effectiveness at the earliest  possible date.
Notwithstanding  the  foregoing,  if a  closing  with  respect  to  a  Qualified
Financing  (as  defined  in the  Subscription  Agreement)  occurs  prior  to the
Maturity  Date,  then the Holder  may elect in lieu of filing  any  Registration
Statement  required by this Agreement to include the  Registrable  Securities in
the  registration  statements to be filed  pursuant to the  registration  rights
granted to the  purchasers  in the  Qualified  Financing  on a PARI PASSU basis;
provided  that such  registration  rights (i)  require  the filing of an initial
registration  registering  at least  the Rule 415  Amount  within 90 days of the
closing of such  Qualified  Financing,  (ii)  require  the  Company use its best
efforts to have such initial registration statement declared effective within 90
days of the filing of such registration statement,  and (iii) require the filing
and effectiveness of subsequent  registration statements to occur within 30 days
and 90 days,  respectively,  of the first day such registration statement may be
filed without objection by the SEC based on Rule 415.


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<PAGE>

         (b)      PIGGYBACK  REGISTRATION.  Holder's rights under this Agreement
commence upon the Company closing on the Holder's investment as described in the
Offering  Documents  and  terminates  on the  fifth  (5th)  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-3,
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.

         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 common stock holders requesting  inclusion) 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 owning
more than five percent (5%) 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 may sell his  Restricted  Stock with consent from any
such underwriter;  FURTHER,  PROVIDED,  HOWEVER,  that such Holder shall, in any
event,  be


                                     - 4 -
<PAGE>

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;

         (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


                                     - 5 -
<PAGE>

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.

         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


                                     - 6 -
<PAGE>

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  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


                                     - 7 -
<PAGE>

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  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


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<PAGE>

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 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").

         (b)      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.


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<PAGE>

         (a)      The rights  arising  under  Section 4 shall  terminate  on the
fifth (5th) 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).  Section 7 shall  survive the execution
and delivery of this  Agreement,  the  termination  of the  registration  rights
granted herein and the last registration of the Registrable Securities

         (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)      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


                                     - 10 -
<PAGE>

         If to the Holder:
                                 ------------

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



         (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 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 by both parties.

         (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.


                                     - 11 -
<PAGE>

         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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