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Exhibit 10.5
CORPORATE GUARANTY
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This CORPORATE GUARANTY (this "GUARANTY"), is made this __ day
of
November, 2007, by the entities listed on Schedule I,
individually and
collectively, jointly and severally, the "GUARANTOR") in favor
of and for the
benefit and security of _______________________, having a
mailing address at
__________________ (the "SECURED PARTY").
WHEREAS, pursuant to a Subscription Agreement, dated the date
hereof,
between HC Innovations, Inc. (the "Company") and the Secured
Party (the
"PURCHASE AGREEMENT"), the Company has agreed to issue to the
Secured Party and
the Secured Party has agreed to purchase from the Company (i)
Twelve-Month 10%
Secured Convertible Notes, (the "NOTES"), which are convertible
into shares of
Company's Common Stock, par value $0.001 per share (the "COMMON
STOCK"); and
(ii) Common Stock purchase warrants (the "WARRANTS"); and
WHEREAS, each Guarantor is desirous of having the Secured Party
make a
loan to the Company, and the Secured Party has required that
each Guarantor
execute and deliver this Guaranty to the Secured Party, as a
condition to the
loan made by the Secured Party; and
WHEREAS, the loan made, as aforesaid, by the Secured Party is
necessary
and desirable to the conduct and operation of the business of
the Company, and
each Guarantor will derive substantial benefits from the credit
made available
to the Company pursuant to the Notes;
NOW, THEREFORE, for value received and in consideration of any
loan,
advance, or financial accommodation of any kind whatsoever
heretofore, now or
hereafter made, given or granted to the Company by the Secured
Party, each
Guarantor agrees as follows:
1. Each Guarantor, jointly and severally, unconditionally
guaranties (i) the full and prompt payment and performance, when
due, whether at
maturity or earlier, by reason of acceleration or otherwise, and
at all times
thereafter, of all of the indebtedness, liabilities and
obligations of every
kind and nature of the Company to the Secured Party or any
parent, affiliate or
subsidiary of the Secured Party (the terms "Secured Party" as
used hereafter
shall include such parents, affiliates and subsidiaries),
howsoever created,
arising or evidenced, whether direct or indirect, absolute or
contingent, joint
or several, now or hereafter existing, or due or to become due,
and howsoever
owned, held or acquired by the Secured Party, whether through
discount,
overdraft, purchase, direct loan or as collateral or otherwise,
including,
without limitation, all obligations and liabilities of the
Company to the
Secured Party under the Notes, and (ii) the prompt, full and
faithful discharge
by the Company of each and every term, condition, agreement,
representation and
warranty now or hereafter made by the Company to Secured Party
(all such
indebtedness, liabilities and obligations being hereinafter
collectively
referred to as the "LIABILITIES"). Guarantor further agrees to
pay all costs and
expenses, including, without limitation, all court costs and
reasonable
attorneys' and paralegals' fees paid or incurred by Secured
Party in endeavoring
to collect all or any part of the Liabilities from, or in
prosecuting any action
against, Guarantor. All amounts payable by Guarantor under this
Guaranty shall
be payable by Guarantor upon demand by Secured Party.
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2. Notwithstanding any provision of this Guaranty to the
contrary, it is intended that this Guaranty, and any liens and
security
interests granted by Guarantor to secure this Guaranty, not
constitute a
"Fraudulent Conveyance" (as defined below). Consequently,
Guarantor agrees that
if this Guaranty, or any liens or security interests securing
this Guaranty,
would, but for the application of this sentence, constitute a
Fraudulent
Conveyance, this Guaranty and each such lien and security
interest shall be
valid and enforceable only to the maximum extent that would not
cause this
Guaranty or such lien or security interest to constitute a
Fraudulent
Conveyance, and this Guaranty shall automatically be deemed to
have been amended
accordingly at all relevant times. For purposes hereof,
"FRAUDULENT CONVEYANCE"
means a fraudulent conveyance under Section 548 of the
"Bankruptcy Code" (as
hereinafter defined) or a fraudulent conveyance or fraudulent
transfer under the
provisions of any applicable fraudulent conveyance or fraudulent
transfer law or
similar law of any state, nation or other governmental unit, as
in effect from
time to time.
3. Each Guarantor hereby agrees that this Guaranty is a
guaranty
of payment and performance and not of collection, and that,
except as
hereinafter provided, its obligations under this Guaranty shall
be
unconditional, irrespective of (i) the validity or
enforceability of the
Liabilities or any part thereof, or of any promissory note or
other document
evidencing all or any part of the Liabilities, (ii) the absence
of any attempt
to collect Liabilities from the Company or any other guarantor
or other action
to enforce the same, (iii) the waiver or consent by Secured
Party with respect
to any provision of any instrument evidencing Liabilities, or
any part thereof,
or any other agreement heretofore, now or hereafter executed by
Company and
delivered to Secured Party, (iv) failure by Secured Party to
take any steps to
perfect and maintain its security interest in, or to preserve
its rights to, any
security or collateral for Liabilities, (v) the institution of
any proceeding
under Chapter 11 of Title 11 of the United States Code (11
U.S.C. ss.101 et
seq.), as amended (the "BANKRUPTCY CODE") or any similar or
analogous statutory
or nonstatutory proceedings under any other law, whether state,
provincial or
federal, now existing or hereafter existing for relief of the
debtors, by or
against Company, (vi) Secured Party's election in any such
proceeding of the
application of Section 1111(b)(2) of the Bankruptcy Code, (vii)
any borrowing or
grant of a security interest by Company as debtor-in-possession,
under Section
364 of the Bankruptcy Code, (viii) the disallowance, under
Section 502 of the
Bankruptcy Code, of all or any portion of Secured Party's
claim(s) for repayment
of Liabilities, or (ix) any other circumstance which might
otherwise constitute
a legal or equitable discharge or defense of a guarantor.
4. Each Guarantor hereby waives diligence, presentment, demand
of
payment, filing of claims with a court in the event of
receivership, insolvency
or bankruptcy of the Company, protest or notice with respect to
Liabilities and
all demands whatsoever, and covenants that this Guaranty will
not be discharged,
except by complete performance of the obligations and
liabilities contained
herein. Upon any default by the Company as provided in any
instrument or
document evidencing all or any part of Liabilities, including,
without
limitation, the Notes, Secured Party may, at its sole election,
proceed directly
and at once, without notice, against any Guarantor to collect
and recover the
full amount or any portion of Liabilities, without first
proceeding against the
Company, or any other person, firm, or corporation, or against
any security or
collateral for Liabilities.
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5. Secured Party is hereby authorized, without notice or
demand
and without affecting t
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