Agreement and General Release

1.        

Resignation of Releasor . Releasor has voluntarily resigned from his position as Executive Vice-President effective July 24, 2009 and the Company has accepted Releasor’s resignation.

2.

The Consideration . In return for Releasor’s release of all claims as identified in Paragraphs 4-7 of this Agreement and for his agreement to the other terms and conditions of the Agreement and General Release, the Company agrees to pay Releasor as severance the amount of Sixty One Thousand Five Hundred Thirty Eight Dollars and 48/100 cents ($61,538.48 ) less all statutorily required withholdings (hereinafter, the “Consideration”). The Consideration will be paid in four monthly installments. The first payment will be made August 7, 2009 and the following three installments will be made on, September 4, 2009, October 2, 2009 and November 13, 2009. In addition, the Company will pay Releasor’s 2008 Bonus per the agreed payout schedule attached hereto.

3.

Releasor Would Not Otherwise Be Entitled To The Consideration . Releasor recognizes that the Consideration referred to in Paragraph 2 is above and beyond any amounts otherwise due Releasor for services rendered or to be rendered under the Company’s general policies or programs and that Releasor would not be entitled to the Consideration without signing this Agreement.

4.

Release Of Claims . In return for the payment of the Consideration, Releasor releases and forever discharges HC, Innovations, Inc., Enhanced Care Initiatives, Inc. and their respective affiliates, current and former officers and directors, executive committee members, executive directors, members, board members, parents, subsidiaries, divisions, predecessors, shareholders, owners, employees, agents, servants, insurers, attorneys, representatives, assigns, advisors, fiduciaries, trustees, administrators, affiliates and successors (hereafter collectively referred to as “Releasee”) from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, promises, variances, liabilities, and damages whatsoever, both in law and in equity, which Releasor now has, or had in the past, or may ever have, whether known or unknown, including, but not limited to, those claims which directly or indirectly arise out of, or relate to, Releasor’s employment with the Company including, but not limited to, the terms, conditions and/or circumstances surrounding such employment, and/or Releasor’s resignation and/or the resulting termination of Releasor’s employment relationship with the Company. Nothing contained herein is intended as a release or waiver of Releasor’s rights or status as an owner of HC Innovations, Inc. stock and/or as the optionee of HC Innovations, Inc. stock under a certain Form Option Agreement dated February 9, 2009.

5.

Release of Claims . This Release is intended as the broadest possible release including, but not limited to, a release, waiver and discharge, without limitation, of any claims by Releasor under

Title VII of the Civil Rights Act of 1964, as amended, the 1991 Civil Rights Act, the Americans with Disabilities Act of 1990, the ADA Amendments Act of 2008, the Older Workers Benefits Protection Act, the Connecticut Workers Compensation Act, the Pregnancy Discrimination Act, the Connecticut Fair Employment Practices Act, and all other federal, state and local statutes, ordinances, executive orders and regulations prohibiting age, race, pregnancy, sex, and other types of discrimination or harassment, the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, the Equal Pay Act of 1963, the Rehabilitation Act, Federal Wage and Hour Laws, including 29 U.S.C. § 201, et seq ., Connecticut Wage and Hour Laws including Conn. Gen. Stat. §§ 31-70 through 31-76k, the Connecticut State Family and Medical Leave Laws, the Federal Family and Medical Leave Act of 1993, any claim under Conn. Gen. Stat. §§ 31-51m and 31-51q, as amended, and all other claims under the laws of any state or municipality (pursuant to statute, regulation and/or common law) or under any other local laws, of every name or nature including, but not limited to, claims for sexual harassment, verbal or non-verbal harassment, negligent or intentional infliction of emotional distress, lost wages, negligence, negligent or intentional misrepresentation, defamation, invasion of privacy, any claim for attorneys’ fees or costs permitted under any statute or regulation, any claim for exemplary or punitive damages, any claim for wrongful termination or discharge, constructive termination and/or breach of an express or implied contract, including but not limited to, any claim under or arising from the Employment Agreement between Releasor and the Company dated February 9, 2009, and/or any claim of a breach of the covenant of good faith and fair dealing and/or any claim or charge of retaliation under any federal or state law.

6.        

Non-Disparagement Clause . In return for the Consideration, Releasor agrees not to in any way or to any extent disparage, demean, discredit, deprecate, damage, slander or libel HC Innovations, Inc. or Enhanced Care Initiatives, Inc. or any affiliate of either or both entities, and not to in any way or to any extent disparage, demean, discredit, deprecate, damage, slander or libel the performance, work product or method of operating of the employees, officers, members or directors of HC Innovations, Inc. or Enhanced Care Initiatives, Inc. or any affiliate of either or both entities or otherwise cause or contribute to HC Innovations, Inc. or Enhance