Exhibit
10.14




THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.










September ___,
      2007_____________  shares
            
            
            Warrant No.
      T1-____






HEALTH
DISCOVERY CORPORATION


STOCK
PURCHASE WARRANT




THIS IS
TO CERTIFY THAT _____________________ (the “Holder”), or its permitted assigns,
is entitled, at any time prior to the Expiration Date (as hereinafter defined),
to purchase from HEALTH DISCOVERY CORPORATION, a Georgia corporation (the
“Company”) (the Company and the Holder are hereinafter referred to collectively
as the “Parties” and individually as a “Party”), ____________ shares of Common
Stock (as hereinafter defined and subject to adjustment as provided herein) at a
purchase price of $0.__ per share (as adjusted as provided herein, the “Current
Warrant Price”), on the terms and conditions and pursuant to the provisions
hereinafter set forth.




1.            
DEFINITIONS




As used
in this Warrant, the following terms have the respective meanings set forth
below:




“Additional Shares of Common
Stock” shall mean all shares of Common Stock issued by the Company after
the Closing, other than Warrant Stock.




“Business Day” shall
mean any day that is not a Saturday or Sunday or a day on which banks are
required or permitted to be closed in the State of New York.




“Closing Date” shall
have the meaning set forth in the Purchase Agreement.




“Commission” shall
mean the Securities and Exchange Commission or any other federal agency then
administering the Securities Act and other federal securities laws.




“Common Stock” shall
mean (except where the context otherwise indicates) the common stock, no par
value, of the Company as constituted on the Closing Date, and any capital stock
into which such Common Stock may thereafter be changed, and shall also include
(i) capital stock of the Company of any other class (regardless of how
denominated) issued to the holders of shares of Common Stock upon any
reclassification thereof which is also not preferred as to dividends or assets
over any other class of stock of the Company and which is not subject to
redemption, and (ii) shares of common stock of any successor or acquiring
corporation (as defined in Section 4.4) received by or distributed to the
holders of Common Stock of the Company in the circumstances contemplated by
Section 4.4.









“Convertible
Securities” shall mean evidences of indebtedness, shares of stock or
other securities which are convertible into or exchangeable, with or without
payment of additional consideration in cash or property, for Additional Shares
of Common Stock, either immediately or upon the occurrence of a specified date
or a specified event.




“Current Market Price”
shall mean, in respect of any share of Common Stock on any date herein specified
(i) the average of the last reported closing bid and asked prices on such day on
the Over-the-Counter Bulletin Board (“OTCBB”), (ii) if not listed on the OTCBB,
the closing sales price on such day on the principal stock exchange or quotation
system on which such Common Stock is listed or admitted to trading, (iii) if no
sale takes place on such day on the OTCBB or any such exchange, the average of
the last reported closing bid and asked prices on such day in the
over-the-counter market, or the closing sales price on such day on any such
exchange or quotation system on which the Common Stock is listed or admitted for
trading, or (iv) if the Common Stock is not listed or admitted for trading on in
the over-the-counter market or any exchange, then as reasonably determined by
the Board of Directors of the Company.




“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, or any similar Federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect from time to time.




“Exercise Period”
shall mean the period during which this Warrant is exercisable pursuant to
Section 2.1.




“Expiration Date”
shall mean September __, 2010.




“Original Face Amount”
shall mean the number of Warrant Shares (as adjusted from time to time pursuant
to Section 4) subject to this Warrant on the original issue date.




“Outstanding” shall
mean, when used with reference to Common Stock, at any date as of which the
number of shares thereof is to be determined, all issued shares of Common Stock,
except shares then owned or held by or for the account of the Company or any
subsidiary thereof.




“Person” shall mean
any individual, sole proprietorship, partnership, limited liability company,
joint venture, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).




“Purchase Agreement”
shall mean the Securities Purchase Agreement dated as of the date hereof by and
between the Company and the Holder.




“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.




“Trading Day(s)” shall
mean any day on which the primary market on which such shares of Common Stock
are listed is open for trading.




“Warrants” shall mean
this Warrant and all warrants issued upon transfer, division or combination of,
or in substitution for, any thereof.  All Warrants shall at all times
be identical as to terms and conditions and date, except as to the number of
shares of Common Stock for which they may be exercised.




2




“Warrant Price” shall
mean an amount equal to (i) the number of shares of Common Stock being purchased
upon exercise of this Warrant pursuant to Section 2.1, multiplied by (ii) the
Current Warrant Price as of the date of such exercise.




“Warrant Shares” shall
mean the shares of Common Stock
issuable upon exercise of this Warrant.




“Warrant Stock” shall
mean the shares of Common Stock purchased by the holders of the Warrants upon
the exercise thereof.






EXERCISE OF
WARRANT






2.1.        
Manner of
Exercise.  (a) From and after the Closing Date and until 6:30
P.M., New York time, on the Expiration Date, the Holder may exercise this
Warrant, for all or any part of the number of shares of Common Stock purchasable
hereunder.




(b)  In
order to exercise this Warrant, in whole or in part, the Holder shall deliver to
the Company at its office at 2 East Bryan Street, Suite #601, Savannah, GA
31401, or at the office or agency designated by the Company pursuant to Section
15, (i) a written notice of the Holder’s election to exercise this Warrant, (ii)
a sum equal to the Current Warrant Price therefore in cash or by certified check
or cashier’s check or by wire transfer to an account designed by the Company,
and (iii) this Warrant.  Such notice shall be substantially in the
form of the subscription form appearing at the end of this Warrant as Exhibit A, duly
executed by the Holder or its agent or attorney.  Upon receipt
thereof, the Company shall, as promptly as practicable, and in any event within
five (5) Business Days thereafter, issue or cause to be issued and deliver or
cause to be delivered to the Holder a certificate or certificates representing
the aggregate number of full shares of Common Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereinafter
provided.  The stock certificate or certificates so delivered shall
be, to the extent possible, in such denomination or denominations as such Holder
shall request in the notice and shall be registered in the name of the Holder
or, subject to Section 8, such other name as shall be designated in the
notice.  This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and the Holder
or any other Person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the
notice, together with the cash or check or checks and this Warrant, is received
by the Company as described above and all taxes required to be paid by the
Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares
have been paid (such date, the “Date of
Exercise”).  Notwithstanding any provision herein to the
contrary, the Company shall not be required to register shares in the name of
any Person who acquired this Warrant (or part hereof) or any Warrant Stock
otherwise than in accordance with this Warrant. If the Company fails to deliver
to the Holder the required Warrant Stock in accordance with and pursuant to this
Section by the fifth Trading Day after the Date of Exercise, then the Holder
will have the right to rescind such exercise.




(c)  The
Company’s obligations to issue and deliver Warrant Stock in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any
other circumstance which might otherwise limit such obligation of the Company to
the Holder in connection with the issuance of Warrant Stock.




3




(d)  Payment
of the Warrant Price shall be made at the option of the Holder by (i) wire
transfer to an account designated by the Company, (ii) certified or official
bank check, or (iii) any combination thereof, duly endorsed by or accompanied by
appropriate instruments of transfer duly executed by the Holder or by the
Holder’s attorney duly authorized in writing.




2.2.           Payment of
Taxes.  All shares of Common Stock issuable upon the exercise
of this Warrant pursuant to the terms hereof shall be validly issued, fully paid
and nonassessable and without any preemptive rights.  The Company
shall pay all expenses in connection with, and all taxes and other governmental
charges that may be imposed with respect to, the issue or delivery thereof,
unless such tax or charge is imposed by law upon the Holder, in which case such
taxes or charges shall be paid by the Holder.  The Holder or its
transferee shall pay any transfer tax due and payable in respect of a transfer
of this Warrant or the Warrant Stock to a party other than the
Holder.




2.3.           Fractional
Shares.  The Company shall not be required to issue a
fractional share of Common Stock upon the exercise of this
Warrant.  As to any fraction of a share which the Holder of one or
more Warrants, the rights under which are exercised in the same transaction,
would otherwise be entitled to purchase upon such exercise, the Company shall
pay a cash adjustment in respect of such final fraction in an amount equal to
the same fraction of (x) the Current Market Price per share of Common Stock on
the Date of Exercise, so long as there continues to be a public market for the
Common Stock, or (y) in the event there is no public market for the Common
Stock, the fair market value thereof as reasonably determined by the Board of
Directors of the Company.




3.           
 TRANSFER;
DIVISION AND COMBINATION




3.1.           Transfer.  Subject
to compliance with Section 10, transfer of this Warrant and all rights
hereunder, in whole or in part, shall be registered on the books of the Company
to be maintained for such purpose, upon surrender of this Warrant at the
principal office of the Company specified in Section 2.1 or the office or agency
designated by the Company pursuant to Section 15, together with a written
assignment of this Warrant substantially in the form of Exhibit B hereto duly
executed by the Holder or its agent or attorney.  Upon such surrender,
the Company shall, subject to Section 8, execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denomination
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.  A Warrant, if properly assigned
in compliance with Section 8, may be exercised by a new Holder for the purchase
of shares of Common Stock without having a new Warrant issued.




3.2.           Division and
Combination.  Subject to Section 8, this Warrant may be divided
or combined with other Warrants upon presentation hereof at the aforesaid office
or agency of the Company, together with a written notice specifying the names
and denominations in which new Warrants are to be issued, signed by the Holder
or its agent or attorney.  Subject to compliance with Section 3.1 and
with Section 8, as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.




3.3.           Expenses.  The
Company shall prepare, issue and deliver at its own expense the new Warrant or
Warrants to be delivered under this Section 3.




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3.4.           Maintenance of
Books.  The Company agrees to maintain, at its aforesaid office
or agency, books for the registration and the registration of transfer of the
Warrants.




4.            
ADJUSTMENTS




The
number of shares of Common Stock for which this Warrant is exercisable, or the
price at which such shares may be purchased upon exercise of this Warrant, shall
be subject to adjustment from time to time as set forth in this Section
4.  The Company shall give each Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 at the time of
such event.




4.1.           Capital
Adjustments.




The
number of shares of Warrant Stock and the Current Warrant Price shall be deemed
automatically adjusted equitably and proportionately to reflect any stock
dividend, stock split, reverse stock dividend or reverse stock split, or any
capital reorganization or recapitalization of the Company, or any similar event
affecting the Common Stock.




Subsequent
Rights Offerings.  If the Company, at any time while the Warrant is
outstanding, shall issue rights, options or warrants to all holders of Common
Stock (and not to Holders based on their Warrant Shares) entitling them to
subscribe for or purchase shares of Common Stock at a price per share less than
the Current Market Price at the record date mentioned below, then the Current
Warrant Price shall be multiplied by a fraction, of which the denominator shall
be the number of shares of the Common Stock outstanding on the date of issuance
of such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase, and of which the numerator shall be the
number of shares of the Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of shares which the aggregate offering price
of the total number of shares so offered (assuming receipt by the Company in
full of all consideration payable upon exercise of such rights, options or
warrants) would purchase at such Current Market Price.  Such
adjustment shall be made whenever such rights, options or warrants are issued,
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights, options or
warrants.




Pro Rata
Distributions.  If the Company, at any time prior to the Termination
Date, shall distribute to all holders of Common Stock (and not to Holders of the
Warrants) evidences of its indebtedness or assets (including cash and cash
dividends) or rights or warrants to subscribe for or purchase any security other
than the Common Stock, then in each such case the Current Warrant Price shall be
adjusted by multiplying the Current Warrant Price in effect immediately prior to
the record date fixed for determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the Current Market
Price determined as of the record date mentioned above, and of which the
numerator shall be such Current Market Price on such record date less the then
per share fair market value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one outstanding share of
the Common Stock as determined by the Board of Directors in good
faith.  In either case the adjustments shall be described in a
statement provided to the Holder of the portion of assets or evidences of
indebtedness so distributed or such subscription rights applicable to one share
of Common Stock.  Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.




4.2.           Other Provisions Applicable
to Adjustments under this Section.  The following provisions
shall be applicable to the making of adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Current Warrant Price
provided for in this Section 4:






5
 
 
 When Adjustments to Be
Made.  The adjustments required by this Section 4
shall be made whenever and as often as any specified event requiring an
adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of Common Stock, as provided for in Section 4.1) up to, but not beyond
the date of exercise if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than 1% of the shares of
Common Stock for which this Warrant is exercisable immediately prior to the
making of such adjustment.  Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise.  For the purpose of
any adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence.




Fractional
Interests.  In computing adjustments under this Section 4,
fractional interests in Common Stock shall be taken into account to the nearest
1/10th of a share.




When Adjustment Not
Required.  If the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
distribution and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment shall be required by reason of the
taking of such record and any such adjustment previously made in respect thereof
shall be rescinded and annulled.




Escrow of Warrant
Stock.  If after any property becomes distributable pursuant to
this Section 4 by reason of the taking of any record of the holders of Common
Stock, but prior to the occurrence of the event for which such record is taken,
and the Holder exercises this Warrant, any Additional Shares of Common Stock
issuable upon exercise by reason of such adjustment shall be deemed the last
shares of Common Stock for which this Warrant is exercised (notwithstanding any
other provision to the contrary herein) and such shares or other property shall
be held in escrow for the Holder by the Company to be issued to the Holder upon
and to the extent that the event actually takes place, upon payment of the then
Current Warrant Price.  Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Company and
escrowed property returned.




4.3.           Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. If the
Company shall reorganize its capital, reclassify its capital stock, consolidate
or merge with or into another corporation or other business entity (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation or other business entity (each a “Material
Transaction”) and, pursuant to the terms of shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation (“Other Property”), are
to be received by or distributed to the holders of Common Stock of the Company,
then each Holder shall have the right thereafter to receive, upon exercise of
such Warrant, the number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such Material Transaction by a holder
of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event.  In case of any such Material
Transaction, at the Holder’s option and request, any successor to the Company or
surviving entity shall expressly assume the due and punctual observance and
performance of each and every covenant
and condition of this Warrant to be performed and observed by the Company and
all the obligations and liabilities hereunder in order to provide for
adjustments of shares of Common Stock for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 4 and issue to the Holder a new warrant substantially in the
form of this Warrant and consistent with the foregoing provisions and evidencing
the Holder’s right to purchase the Other Property for the aggregate Current
Market Price upon exercise thereof.  For purposes of this Section 4.3,
“common stock of the successor or acquiring corporation” shall include stock of
such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock.  The foregoing provisions of this Section
4.4 shall similarly apply to successive Material Transaction.




6




5.            
NOTICES
TO WARRANT HOLDERS




5.1.           Notice of
Adjustments. Whenever the number of shares of Common Stock for which this
Warrant is exercisable, or whenever the price at which a share of such Common
Stock may be purchased upon exercise of the Warrants, shall be adjusted pursuant
to Section 4, the Company shall forthwith prepare a certificate to be executed
by the chief executive officer or chief financial officer of the Company setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated, specifying the number of shares of
Common Stock for which this Warrant is exercisable and (if such adjustment was
made pursuant to Section 4.3) describing the number and kind of any other shares
of stock or Other Property for which this Warrant is exercisable, and any change
in the purchase price or prices thereof, after giving effect to such adjustment
or change.  The Company shall promptly cause a signed copy of such
certificate to be delivered to each Holder in accordance with Section
15.2.  The Company shall keep at its office or agency designated
pursuant to Section 11 copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by any
Holder or any prospective purchaser of a Warrant designated by a Holder
thereof.




5.2.           Notice of Corporate
Action. If at any time:




(a)           the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend (other than a cash dividend payable out
of earnings or earned surplus legally available for the payment of dividends
under the laws of the jurisdiction of incorporation of the Company) or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right;




(b)           there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation; or




(c)           there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;




then, in
any one or more of such cases, the Company shall give to the Holder (i) at least
ten (10) days’ prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, and (ii) in
the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least
ten (10) days’ prior written notice of the date when the same shall take
place.  Such notice in accordance with the foregoing clause also shall
specify


7







6. RESERVATION
AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY
GOVERNMENTAL AUTHORITY





6.1.           Reservation of
Shares.  If Holder has notified the Company of its intention to
exercise the Warrant in accordance with Section 2.1(b) and the Company does not
have a sufficient number of shares available for issuance, (a) the Warrant shall
not expire and Holder shall be permitted to exercise the Warrant as soon as
sufficient shares are available for such exercise and (b) the Company shall use
its best efforts to enable the Company to issue the Warrant
Stock.  All shares of Common Stock issued upon exercise of this
Warrant and payment therefor in accordance with the terms of such Warrant shall
be duly and validly issued and fully paid and nonassessable, and not subject to
preemptive rights.




6.2.           Authorization.  Before
taking any action which would result in an adjustment in the number of shares of
Common Stock for which this Warrant is exercisable or in the Current Warrant
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.







7.
            TAKING
      OF RECORD; STOCK AND WARRANT TRANSFER
  BOOKS




In the
case of all dividends or other distributions by the Company to the holders of
its Common Stock with respect to which any provision of Section 4 refers to the
taking of a record of such holders, the Company will in each such case take such
a record and will take such record as of the close of business on a Business
Day.  The Company will not at any time, except upon dissolution,
liquidation or winding up of the Company, close its stock transfer books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of this Warrant.




8.
            RESTRICTIONS
      ON TRANSFERABILITY




The Holder hereby acknowledges that neither this Warrant nor any of the
securities that may be acquired upon exercise of this Warrant have been
registered or qualified under the Securities Act or under the securities laws of
any state, and the Holder will not, directly or indirectly, offer, sell, pledge,
transfer, or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) the Warrant or the Warrant Stock except
in compliance with the Securities Act, applicable state securities laws and the
respective rules and regulations promulgated thereunder.  The Holder
acknowledges that, upon exercise of this Warrant, the securities to be issued
upon such exercise may be subject to applicable federal and state securities (or
other) laws requiring registration, qualification or approval of governmental
authorities before such securities may be validly issued or delivered upon
notice of such exercise.  The
restrictions imposed by this Section 8 upon the exercise of this Warrant shall
cease and terminate as to any particular shares of Warrant Stock (i) when such
securities shall have been effectively registered and qualified under the
Securities Act and all applicable state securities laws and disposed of in
accordance with the registration statement covering such securities, or (ii)
when, in the reasonable opinion of counsel for the Company, such restrictions
are no longer required in order to ensure compliance with the Securities Act and
all applicable state securities laws.




8






9.
            SUPPLYING
      INFORMATION





The
Company shall cooperate with each Holder of a Warrant and each holder of Warrant
Common Stock in supplying such information as may be reasonably necessary for
such holder to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of an
exemption from the Securities Act for the sale of the Warrant or Warrant
Stock.




10.           LOSS OR
MUTILATION




Upon
receipt by the Company from any Holder of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity reasonably satisfactory to it, and in case of mutilation
upon surrender and cancellation hereof, the Company will execute and deliver in
lieu hereof a new Warrant of like tenor to such Holder; provided, in the case
of mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.




11.           OFFICE OF
COMPANY




As long
as any of the Warrants remain outstanding, the Company shall maintain an office
or agency (which may be the principal executive offices of the Company) where
the Warrants may be presented for exercise, registration of transfer, division
or combination as provided in this Warrant.




12.           FILINGS





So long
as the Company has a class of equity securities registered pursuant to the
Exchange Act, the Company will file on or before the required date all regular
or periodic reports (pursuant to the Exchange Act) required to be filed with the
Commission pursuant to the Exchange Act and will deliver to the Holder promptly
upon their becoming available (unless such reports are available through the
Commission’s EDGAR system) one copy of each report, notice or proxy statement
sent by the Company to its stockholders generally, and of each regular or
periodic report (pursuant to the Exchange Act) and any registration statement or
prospectus (pursuant to the Securities Act), filed by the Company with (a) the
Commission or (b) any securities exchange on which shares of Common Stock are
listed.




13.           NO RIGHTS
AS STOCKHOLDERS; LIMITATIONS OF LIABILITY





Except as
otherwise provided herein, this Warrant shall not entitle the Holder to any
rights as a stockholder of the Company, including, without limitation, the right
to vote, to receive dividends and other distributions or to receive notice of or
attend meetings of stockholders or any other proceedings of the Company unless
and to the extent exercised for shares of Common Stock in accordance with the
terms hereof.  No provision hereof, in the absence of affirmative
action by the Holder to exercise its rights to purchase shares of Common Stock
hereunder, and no enumeration herein of the rights or privileges of the Holder
hereof, shall give rise to any liability of such Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.




9




14.           COMPANY
CALL RIGHT





If, at any time after the one year
anniversary of the Closing Date and before the Warrant expires or is exercised,
(i) the Current Market Price, as reported by the OTCBB, is at least $0.17 per
share (subject to adjustment as set forth in Section 4) for a period of thirty
(30) consecutive calendar days, and (ii) the registration statement required by
the Securities Purchase Agreement and covering the Warrant Shares is effective
and then currently able to be used in connection with the offer and sale of the
Warrant Shares, then the Company shall have the right to require the Holder to
exercise or forfeit up to fifty percent (50%) of the Original Face Amount less
any portion of the Warrant which has previously been exercised (the “Callable
Amount”), as more particularly provided in this Section 14.  If the
Company is entitled to and elects to require the exercise or forfeiture of the
Callable Amount pursuant to this Section 14, the Company shall provide written
notice to the Holder within five business days following such thirty day
period.  If the Holder does not exercise the Callable Amount within
ten days of receipt of such notice, the portion of the Callable Amount which is
not exercised shall be forfeited and deemed null and void; provided that (i) the
Current Market Price as of the date of the Company’s notice, as reported by the
OTCBB, was at least $0.17 per share (subject to adjustment as set forth in
Section 4), and (ii) the registration statement required by the Securities
Purchase Agreement and covering the Warrant Shares is effective and then
currently able to be used in connection with the offer and sale of the Warrant
Shares.  Notwithstanding the foregoing, the Holder shall not be
required to exercise or forfeit the Callable Amount if the Holder or its
affiliates control, or would have control upon the exercise of the Callable
Amount of, ten percent (10%) or more of the primary shares of the common stock
of the Company outstanding, in which case the term of the Warrant shall be
extended for up to two (2) years.







15.           MISCELLANEOUS




15.1.         Nonwaiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of the Holder shall operate as a waiver
of such right or otherwise prejudice the Holder’s rights, powers or
remedies.  If the Company fails to make, when due, any payments
provided for hereunder, or fails to comply with any other provision of this
Warrant, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.




15.2.         Notice
Generally.  Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Warrant shall be sufficiently given or made if in writing
and either delivered in person with receipt acknowledged or sent by
registered or certified mail, return receipt requested, postage prepaid, or by
telecopy and confirmed by telecopy answerback, addressed as
follows:




If to the
      Company:
            Health Discovery
      Corporation2 East Bryan Street,
      Suite #601Savannah, Georgia
      31401Attn:  Daniel
      R. FurthFacsimile:  (912)
      443-1989With a Copy
      to:
            Powell Goldstein
      LLP1201 W. Peachtree
      Street, 14th
      FloorAtlanta, Georgia
      30309Attn:  Todd
      Wade, Esq.Facsimile:  (404)
      572-6999




10




If to the
      Holder:


or at
such other address as may be substituted by notice given as herein
provided.  The giving of any notice required hereunder may be waived
in writing by the party entitled to receive such notice.  Every
notice, demand, request, consent, approval, declaration or other communication
hereunder shall be deemed to have been duly given and effective on the earliest
of (a) the date of transmission, if such notice or communication is delivered
via facsimile prior to 6:30 p.m. (New York City time) on a Business Day, (b) the
next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile on a day that is not a Business Day or
later than 6:30 p.m. (New York City time) on any Business Day, (c) the Business
Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given.





15.3.         Remedies. Each holder
of Warrant and Warrant Stock, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant.  The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.




15.4.         Successors and
Assigns. Subject to the provisions of Sections 3.1 and 8, this Warrant
and the rights evidenced hereby shall inure to the benefit of and be binding
upon the successors of the Company and the successors and assigns of the
Holder.  The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and, with respect to
Section 8 hereof, holders of Warrant Stock, and shall be enforceable by any such
Holder or holder of Warrant Stock.




15.5.         Amendment. This
Warrant may be modified or amended or the provisions hereof waived by the
written consent of both the Company and the Holder.




15.6          Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Warrant.




15.7          Headings. The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.




15.8          Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of Georgia, without regard to the principles
of conflicts of law thereof.  Each party agrees that all proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
(each a “Proceeding”) shall be
commenced exclusively in the state and federal courts sitting in Atlanta,
Georgia.  Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in Atlanta,
Georgia for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of this Warrant), and hereby irrevocably waives, and
agrees not to assert in any Proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such Proceeding is
improper.




11














[Remainder
of Page Left Blank]




12






IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed and as of the day and year
first above written.










HEALTH DISCOVERY
      CORPORATIONBy:Daniel R.
      FurthExecutive Vice
      President












EXHIBIT
A





HEALTH
DISCOVERY CORPORATION


SUBSCRIPTION
FORM


To
be executed upon exercise of Warrant




(1)           The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
for the purchase of ______ Shares of Common Stock of HEALTH DISCOVERY
CORPORATION, and herewith makes payment therefor, all at the price and on the
terms and conditions specified in this Warrant and requests that certificates
for the shares of Common Stock hereby purchased (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered to
______________ whose address is
___________________________________.




(2)           Please
issue a certificate or certificates representing said Warrant Shares hereby
purchased (and any securities or other property issuable upon such exercise) in
the name of and delivered to the undersigned or in such other name and with such
address as is specified below:













_______________________________(Name of Registered
      Owner)_______________________________(Signature of
      Registered Owner)_______________________________(Street
      Address)_______________________________(City)     (State)                                (Zip
      Code)




NOTICE:
            The
      signature on this subscription must correspond with the name as written
      upon the face of the within Warrant in every particular, without
      alteration or enlargement or any change
  whatsoever.











EXHIBIT
B





HEALTH
DISCOVERY CORPORATION


ASSIGNMENT
FORM




FOR VALUE
RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns
and transfers unto the Assignee named below all of the rights of the undersigned
under this Warrant, with respect to the number of shares of Common Stock set
forth below:










Name and Address of
      Assignee
            
            No.
      of Shares ofCommon
      Stock







and does
hereby irrevocably constitute and appoint __________________________
attorney-in-fact to register such transfer on the books of HEALTH DISCOVERY
CORPORATION, maintained for the purpose, with full power of substitution in the
premises.






Dated:
      _________________
            
            Print
      Name:___________________________Signature:____________________________Witness:_____________________________






NOTICE:
            The
      signature on this subscription must correspond with the name as written
      upon the face of the within Warrant in every particular, without
      alteration or enlargement or any change
  whatsoever.