Exhibit 10.4

WAIVER TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT

          THIS WAIVER TO SECURITIES AMENDMENT AND PURCHASE AGREEMENT (this “Waiver”) is entered into as of October 19, 2009 by and among HC INNOVATIONS, INC., a Delaware corporation (the “Company”), and the NOTEHOLDERS identified on the signature pages hereto (each, a “Noteholder” and collectively, the “Noteholders”).

RECITALS

          WHEREAS, the Company and the Noteholders entered into a Securities Amendment and Purchase Agreement (as previously amended, the “Securities Amendment and Purchase Agreement”) dated as of December 23, 2008;

          WHEREAS, the Company proposes to issue to Brahma Finance (BVI) Limited a Senior Secured Note (the “Senior Secured Note”) of even date herewith, in the principal amount of $2,400,000, the proceeds of which will be used by the Company for general corporate purposes; and

          WHEREAS, in connection with the Senior Secured Note, the parties hereto propose to waive certain provisions of the Securities Amendment and Purchase Agreement as hereinafter set forth.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

          1.          Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Securities Amendment and Purchase Agreement. In addition, the term “Senior Secured Note”, shall mean the Senior Secured Note dated as of October 19, 2009 issued by the Company to Brahma Finance (BVI) Limited when used in the Securities Amendment and Purchase Agreement.

          2.          Amendment of Section 8.12 of the Securities Amendment and Purchase Agreement. Section 8.12 of the Securities Amendment and Purchase Agreement is amended by inserting the word “;and” following clause (c) thereof and adding a new clause (d) as follows:

          “(d) the Senior Secured Note.”

          3.           Amendment of Section 8.13 of the Securities Amendment and Purchase Agreement. Section 8.13 of the Securities Amendment and Purchase Agreement is amended by adding the words “the Senior Secured Note” immediately before the words “and Permitted Liens.”

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