HC INNOVATIONS, INC. TWELVE-MONTH 10% SECURED CONVERTIBLE NOTE DUE: NOVEMBER __, 2008

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

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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

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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.

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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