Exhibit 10.8

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES  PURCHASE  AGREEMENT (this  "Agreement") is dated as of
the  date on the  signature  page  of  this  Agreement,  by and  between  HEALTH
DISCOVERY CORPORATION,  a Texas corporation (the "Company"), and the undersigned
(the "Purchaser").

         WHEREAS,  the Company and the Purchaser  are  executing and  delivering
this  Agreement in reliance  upon the  exemption  from  securities  registration
afforded under  Regulation S as promulgated by the United States  Securities and
Exchange  Commission (the "Commission") under Section 5 of the Securities Act of
1933, as amended (the "Securities Act"); and

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement,  the  Company  desires  to issue and sell to the  Purchaser,  and the
Purchaser  desires to purchase  from the Company,  shares of common stock of the
Company, no par value (the "Common Stock").

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
and agreements herein, the Company and the Purchaser hereby agree as follows:

                                   DEFINITIONS

        1.  Definitions.  In addition to the terms  defined in the  introductory
paragraph, the following terms used herein shall have the following meanings:

              "Directed  Selling Efforts" means any activity  undertaken for the
purpose  of,  or that  could  reasonably  be  expected  to have the  effect  of,
conditioning  the market in the United States for any of the Common Stock.  Such
activity includes  placement of an advertisement in a publication with a general
circulation in the United States that refers to the offering of securities being
made in reliance upon Regulation S.

              "Distributor"  means any  underwriter,  dealer or other person who
participates,  pursuant to a contractual  arrangement,  in the  distribution  of
shares of Common Stock.

              "Person" means an individual or corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

              "Private Placement Memorandum" shall mean that certain memorandum,
dated April 10, 2005 and delivered to Purchaser.

              "Regulation S" means Regulation S promulgated by the United States
Securities and Exchange Commission under the Securities Act.

              "Restricted  Period" means a period that commences on the later of
the date upon  which the  Shares  were  first  offered  to  persons  other  than
Distributors  in reliance upon  Regulation S or the Closing Date and expires one
year thereafter.


                                      E-62
<PAGE>

              "Securities Act" mans the United States Securities Act of 1933, as
amended.

              "U.S. Person" means:

                    a. Any natural person resident in the United States;

                    b. Any partnership or corporation  organized or incorporated
              under the laws of the United States;

                    c. Any estate or which any  executor or  administrator  is a
              U.S. Person;

                    d. Any trust of which any trustee is a U.S. Person;

                    e. Any agency or branch of a foreign  entity  located in the
              United States;

                    f. Any  non-discretionary  account or similar account (other
              than an estate or trust) held by a dealer or other  fiduciary  for
              the benefit or account of a U.S. Person;

                    g. Any discretionary  account or similar account (other than
              an estate or trust) held by a dealer or other fiduciary organized,
              incorporated, or (if an individual) resident in the United States;
              and

                    h. Any  partnership  or  corporation  if: (A)  organized  or
              incorporated under the laws of any foreign  jurisdiction;  and (B)
              formed by a U.S.  Person  principally for the purpose of investing
              in securities not registered  under the Securities  Act, unless it
              is organized or incorporated, and owned, by "accredited investors"
              (as defined in Rule 501(a) under the  Securities  Act) who are not
              natural persons, estates or trusts.

              Notwithstanding the above:

                    a. Any discretionary  account or similar account (other than
              an estate or trust)  held for the benefit or account of a non-U.S.
              Person  by a dealer  or other  professional  fiduciary  organized,
              incorporated,  or (if an individual) resident in the United States
              shall not be deemed a "U.S. Person."

                    b. Any estate of which any professional  fiduciary acting as
              executor or  administrator  is a U.S. Person shall not be deemed a
              U.S. Person if:

                           (i)    An executor or administrator of the estate who
                                  is  not a  U.S.  Person  has  sole  or  shared
                                  investment  discretion  with  respect  to  the
                                  assets of the estate; and

                           (ii) The estate is governed by foreign law.

                    c. Any trust of which any  professional  fiduciary acting as
              trustee is a U.S.  Person  shall not be deemed a U.S.  Person if a
              trustee  who is not a U.S.  Person  has sole or shared  investment
              discretion with respect to the trust assets, and no beneficiary of
              the trust  (and no settlor  if the trust is  revocable)  is a U.S.
              Person.


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<PAGE>

                    d. An employee  benefit plan established and administered in
              accordance  with the law of a country other than the United States
              and customary  practices and  documentation  of such country shall
              not be deemed a U.S. Person.

                    e. Any agency or branch of a U.S. Person located outside the
              United States shall not be deemed a "U.S. Person" if:

                        (i)   The agency or branch  operates for valid  business
                              reasons; and

                        (ii)  The agency or branch is engaged in the business of
                              insurance or banking and is subject to substantive
                              insurance or banking regulation,  respectively, in
                              the jurisdiction where located.

                    The International  Monetary Fund, the International Bank for
              Reconstruction  and Development,  the  Inter-American  Development
              Bank, the Asian  Development  Bank, the African  Development Bank,
              the United  Nations,  and their  agencies,  affiliates and pension
              plans, and any other similar  international  organizations,  their
              agencies,  affiliates  and pension  plans also shall not be deemed
              "U.S. Persons."

              "United   States"  means  the  United   States  of  America,   its
territories and possessions, any state of the United States, and the District of
Columbia.

                                PURCHASE AND SALE

         Purchase and Sale.

                  Subject  to the terms and  conditions  set forth  herein,  the
Company shall issue and sell to the Purchaser,  and the Purchaser shall purchase
from the Company,  _________ shares of Common Stock (the "Shares"). The purchase
price for the Shares shall be $0.32 per share, and the aggregate  purchase price
shall be ____________ (the "Purchase Price").

         Closing.

                  a. The Closing.  The closing (the  "Closing")  of the purchase
and sale of the Shares  shall take place on the day (the  "Closing  Date")  upon
which the Company  receives (at the  Company's  address  listed on the signature
page of this Agreement) and accepts the following:


                                      E-64
<PAGE>

(i) two (2) copies of this Agreement, each duly executed by the Purchaser, and

(ii) the Purchase Price by personal  check,  wire transfer,  bank check or money
order.

b. Delivery of the Securities.  Upon Closing, the Company shall deliver, as soon
as reasonably  practicable,  to the Purchaser (at the Purchaser's address listed
on the signature page of this Agreement):

(i) one (1) copy of this Agreement, duly executed by the Company, and

(ii) a certificate evidencing the Shares, registered in the books and records of
the Company in the name of the Purchaser.

c. Rejection of the Purchase and Sale.  The Company  reserves the absolute right
to reject  this  Agreement  for any reason,  including,  but not limited to, the
Company's  determination,  in its sole  discretion,  that this Agreement was not
properly  executed by the Purchaser or that the Purchase  Price was not properly
delivered, or if the Company's acceptance may, in the opinion of its counsel, be
unlawful.  If for any reason this Agreement is not accepted by the Company,  the
Purchase Price will be returned to the Purchaser's address as soon as reasonably
possible,  without any  interest  thereon.  After the  Purchaser  executes  this
Agreement and delivers the Purchase Price to the Company,  the Purchaser may not
revoke or rescind  acceptance of this Agreement  without the written  consent of
the Company.

                         REPRESENTATIONS AND WARRANTIES

         Representations  and Warranties of the Company.  The Company represents
and warrants to the Purchaser that, to its knowledge,  the statements  contained
in this Section 3.1 are true, correct and complete, in all material respects, as
of the date of this  Agreement,  and will be true correct and  complete,  in all
material respects, as of the Closing Date.

                  a.       Offshore Transaction.

                           (i) At the  time the buy  order  for the  Shares  was
        originated,  the Company and/or its agent  reasonable  believed that the
        Purchaser was outside of the United  States,  was not a U.S.  Person and
        was not  acquiring  the  Shares  for the  account  or  benefit of a U.S.
        Person.

                           (ii) The  Company  has no reason to believe  that the
        resale of any of the Shares has been prearranged with a purchaser in the
        United States.

                           (iii) The sale of the Shares by the  Company is not a
        transaction that is part of
any plan or scheme to evade the registration provisions of the Securities Act.


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<PAGE>

                  b. No  Directed  Selling  Efforts.  Neither the Company or any
affiliate of the Company,  nor any person acting on behalf of the Company or any
affiliate of the Company,  has engaged in any  Directed  Selling  Efforts in the
United States.

                  c. General Representations.

         (i) Organization and  Qualification.  The Company is duly incorporated,
validly existing and in good standing under the laws of the State of Texas, with
the  requisite  corporate  power  and  authority  to  carry on its  business  as
currently  conducted.  The Company is duly qualified as a foreign corporation to
do  business  and  is  in  good  standing  as  a  foreign  corporation  in  each
jurisdiction in which the nature of the business  conducted or property owned by
it makes  such  qualification  necessary,  except  where  the  failure  to be so
qualified or in good standing, as the case may be, would not, individually or in
the aggregate, (x) adversely affect the legality,  validity or enforceability of
this  Agreement  or any of the  transactions  contemplated  hereby,  (y) have or
result in a material  adverse  effect on the results of operations,  assets,  or
financial  condition  of the  Company,  taken  as a  whole,  or (z)  impair  the
Company's  ability to perform fully on a timely basis its obligations  hereunder
(any of (x), (y) or (z),  being a "Material  Adverse  Effect").  The Company has
made  available  to the  Purchaser  true and  correct  copies  of the  Company's
Articles  of  Incorporation,  as in  effect on the date of this  Agreement  (the
"Articles of Incorporation"), and the Company's Bylaws, as in effect on the date
of this Agreement (the "Bylaws").

         (ii)  Authorization;   Enforcement.   The  Company  has  the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated  by this  Agreement  and  otherwise  to carry  out its  obligations
hereunder.  The execution and delivery of this  Agreement by the Company and the
consummation  by it of the  transactions  contemplated  hereby  have  been  duly
authorized by all necessary corporate action by the Company.  This Agreement has
been duly  executed by the Company and when  delivered  in  accordance  with the
terms hereof will  constitute  the valid and binding  obligation  of the Company
enforceable  against the Company in  accordance  with its terms,  except as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other  equitable  principles  of general  application  and except that rights to
indemnification  and  contribution may be limited by federal or state securities
laws or public policy relating thereto.


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<PAGE>

         (iii)  Capitalization.  As of the date of this  Agreement,  except  for
equity  securities  issued  or to be  issued in  connection  with the  Company's
warrant funding activities, the authorized capital stock of the Company consists
of [200,000,000] shares of Common Stock, of which [66,582,127] shares are issued
and outstanding and options to acquire [8,600,000] shares have been granted. All
of such outstanding shares of capital stock have been, or upon issuance will be,
validly authorized and issued,  fully paid and  nonassessable.  The issuance and
sale of the Shares will not obligate the Company to issue shares of Common Stock
or other securities to any Person (other than the Purchaser) and will not result
in a  right  of any  holder  of  Company  securities  to  adjust  the  exercise,
conversion, exchange or reset price under such securities.

         (iv) Authorization and Validity; Issuance of Shares. The Shares are and
will at all times hereafter  continue to be duly authorized and, when issued and
paid for in accordance with this Agreement,  will be validly issued,  fully paid
and non-assessable, free and clear of all liens.

         (v) No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  do not and  will  not (i)  conflict  with or  violate  any
provision  of the  Articles  of  Incorporation,  Bylaws or other  organizational
documents of the Company,  (ii) subject to obtaining the consents referred to in
Section 3.1(vi),  conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture, patent, patent license or instrument to which the Company
is a party  or by  which  any  property  or  asset  of the  Company  is bound or
affected,  except where such conflict or violation has not resulted or would not
reasonably  be  expected  to  result,  individually  or in the  aggregate,  in a
Material  Adverse  Effect,  or (iii)  result in a  violation  of any law,  rule,
regulation,  order,  judgment,  injunction,  decree or other  restriction of any
court or governmental  authority to which the Company is subject or by which any
material  property or asset of the Company is bound,  except where such conflict
has not resulted or would not reasonably be expected to result,  individually or
in the aggregate, in a Material Adverse Effect.


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<PAGE>

         (vi) Consents and Approvals.  The Company is not required to obtain any
consent,  waiver,  authorization  or order of,  give any  notice to, or make any
filing or registration  with, any court or other federal,  state, local or other
governmental authority, regulatory or self regulatory agency, or other Person in
connection  with the execution,  delivery and performance by the Company of this
Agreement,  other than (i) the application(s) or any letter(s) acceptable to the
Over-the-Counter  Bulletin  Board  ("OTCBB"),  and (ii) any filings,  notices or
registrations  under applicable  federal or state securities laws (the "Required
Approvals"),  except  where  failure  to do so has not  resulted  or  would  not
reasonably  result,  individually,  or in the aggregate,  in a Material  Adverse
Effect.

         (vii) Litigation;  Proceedings.  Except as specifically set forth on in
the SEC Documents  (hereinafter  defined)  there is no action,  suit,  notice of
violation,   proceeding  or  investigation  pending  or  threatened  against  or
affecting  the  Company or any of its  subsidiaries  or any of their  respective
properties  before or by any court,  governmental  or  administrative  agency or
regulatory authority (collectively,  an "Action") which (i) adversely affects or
challenges the legality, validity or enforceability of any of this Agreement, or
(ii) would reasonably be expected to,  individually or in the aggregate,  have a
Material  Adverse  Effect.  There has not  been,  and  there is not  pending  or
contemplated,  any investigation by the Commission  involving the Company or any
current or former director that was a director of the Company at any time during
the last three years or officer of the Company.  The  Commission  has not issued
any stop order or other order  suspending the  effectiveness of any registration
statement  filed by the Company or any subsidiary  under the Exchange Act or the
Securities Act.

         (viii) No Default or Violation. The Company (i) is not in default under
or in violation of any  indenture,  loan or other credit  agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties  is bound and which is  required  to be included as an exhibit to any
SEC  Document,  (ii) is in  violation of any order of any court,  arbitrator  or
governmental  body applicable to it, (iii) is in violation of any statute,  rule
or regulation of any governmental  authority to which it is subject,  (iv) is in
default under or in violation of its Articles of Incorporation,  Bylaws or other
organizational  documents,  respectively  in the case of (i),  (ii)  and  (iii),
except where such violations  have not resulted or would not reasonably  result,
individually or in the aggregate, in a Material Adverse Effect.


                                      E-68
<PAGE>

         (ix) SEC  Documents;  Financial  Statements.  Since  November 2001, the
Company has filed all reports,  schedules, forms, statements and other documents
required to be filed by it (including relevant amendments), with the Commission,
pursuant to Section 13, 14 or 15(d) of the Exchange Act  (collectively  referred
to  herein  as the "SEC  Documents").  As of  their  respective  dates,  the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Securities  Act  and the  Exchange  Act and the  rules  and  regulations  of the
Commission promulgated  thereunder,  and none of the SEC Documents,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The  financial  statements  of the  Company  included  in  the  SEC
Documents   comply  in  all  material   respects  with   applicable   accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto as in effect at the time of filing.  Such  financial  statements  fairly
present in all material  respects the financial  position of the Company and its
consolidated  subsidiaries  as of and for the dates  thereof  and the results of
operations  and cash flows for the periods then ended,  subject,  in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.

         (x) Material  Changes.  Since the date of the latest audited  financial
statements included within the SEC Documents,  except as specifically  disclosed
in the SEC Documents or in the Private Placement Memorandum,  (i) there has been
no event,  occurrence  or  development  that has had or that  could  result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities other
than (A) trade payables and accrued expenses  incurred in the ordinary course of
business  consistent with past practice,  and (B) liabilities not required to be
reflected in the Company's financial  statements pursuant to GAAP or required to
be  disclosed  in filings  made with the  Commission,  (iii) the Company has not
altered its method of accounting  or the identity of its auditors,  and (iv) the
Company has not declared or made any dividend or  distribution  of cash or other
property to its  shareholders  or purchased,  redeemed or made any agreements to
purchase or redeem any shares of its capital stock.


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<PAGE>

         (xi) Listing and Maintenance Requirements.  The Company has not, in the
two years preceding the date of this  Agreement,  received notice from the OTCBB
or any other  exchange or market on which the Common Stock is or has been listed
or quoted to the effect that the Company is not in  compliance  with the listing
or maintenance  requirements of such exchange or market. The Company is, and has
no reason to believe that it will not in the foreseeable  future continue to be,
in compliance with all such listing and  maintenance  requirements of the OTCBB.
The issuance and sale of the Shares and Warrant  hereunder  does not  contravene
the rules and  regulations of the OTCBB and approval of the  shareholders of the
Company is not  required  for the Company to issue and deliver to the  Purchaser
the number of Shares and Warrant Shares contemplated by this Agreement.

         (xii)  Broker's  Fees.  The  Purchaser  shall have no  obligation  with
respect to any fees or with  respect to any claims made by or on behalf of other
Persons for fees of a type that may be due in connection  with the  transactions
contemplated by this Agreement.

         (xiii) Disclosure.  All disclosure  provided to the Purchaser regarding
the Company, its business, and the transactions  contemplated hereby,  contained
in this Agreement or in the Private Placement  Memorandum,  are true and correct
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

         Representations  and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Company as follows:

                  a.  Offshore  Transaction;   Offering   Restrictions;   Resale
Restrictions.

                           (i) The  Purchaser  is not,  at the time the offer to
         purchase  the  Shares  was made to the  Purchaser  was not,  and on the
         Closing Date will not be, a U.S. Person.

                           (ii) The  purchase  by the  Purchaser  of the  Shares
         hereunder has been duly authorized by all necessary  action on the part
         of the  Purchaser.  This Agreement has been duly executed and delivered
         by  the  Purchaser  and  constitutes  the  valid  and  legally  binding
         obligation  of the  Purchaser,  enforceable  against the  Purchaser  in
         accordance   with  its  terms,   subject  to  bankruptcy,   insolvency,
         fraudulent  transfer,  reorganization,  moratorium  and similar laws of
         general  applicability  relating  to  or  affecting  creditors'  rights
         generally and to general principles of equity and except that rights to
         indemnification  and  contribution  may be  limited by federal or state
         securities laws or public policy relating thereto.


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<PAGE>

                           (iii) At the time the buy  order for the  Shares  was
         originated,  the Purchaser was outside the United States and is outside
         of the United  States as of the date of the  execution  and delivery of
         this Agreement.

                           (iv)  No  resale  of  any  of  the  Shares  has  been
         pre-arranged with a purchaser in the United States.

                           (v) The  Purchaser  is not a  Distributor  and is not
         purchasing  the Shares  with the intent of  distributing  the Shares on
         behalf of the Company or a Distributor or any of their affiliates.

                           (vi) The Purchaser is  purchasing  the Shares for its
         own account  (and/or for the account of other non-U.S.  Persons who are
         outside of the United States) and not for the account or benefit of any
         U.S. Person.

                           (vii) The  Purchaser  hereby  covenants and agrees to
         resell any of the Shares  only in  accordance  with the  provisions  of
         Regulation  S,  pursuant  to  registration  of  the  Shares  under  the
         Securities Act or pursuant to an available  exemption from registration
         under the Securities Act.

                           (viii) The certificates  representing the Shares will
         bear a legend substantially as follows:

              THE  SHARES  OF  COMMON  STOCK  REPRESENTED  HEREBY  HAVE NOT BEEN
              REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS
              AMENDED  (THE  "SECURITIES  ACT"),  AND MAY NOT BE OFFERED OR SOLD
              EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
              SECURITIES ACT. THE ISSUER WILL REFUSE TO REGISTER ANY TRANSFER OF
              SUCH  SHARES  NOT  MADE  IN  ACCORDANCE  WITH  THE  PROVISIONS  OF
              REGULATION S AND WILL REQUIRE,  AS A CONDITION TO ANY REGISTRATION
              OF TRANSFER,  AN OPINION OF COUNSEL,  A CERTIFICATE  OR SUCH OTHER
              EVIDENCE AS MAY BE  SATISFACTORY  TO THE ISSUER TO THE EFFECT THAT
              THE  TRANSFER  HAS BEEN  MADE IN  ACCORDANCE  WITH  REGULATION  S,
              PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT, OR PURSUANT TO
              AN AVAILABLE  EXEMPTION FROM  REGISTRATION  PROMULGATED  UNDER THE
              SECURITIES ACT.

                           (ix) Prior to reselling  any of the Shares during the
         Restricted  Period,  the Purchaser  will send a notice to the potential
         purchaser  that  such  potential   purchaser  may  be  subject  to  the
         restrictions of Regulation S during the Restricted Period.

                           (x) Neither the Purchaser  nor any entity  controlled
         by the Purchaser has a short position in the Common Stock nor will have
         a  short  position  in the  Common  Stock  at  any  time  prior  to the
         expiration of the Restricted Period.

                           (xi) The  purchase of the Shares by the  Purchaser is
         not a  transaction  that is part of any plan or  scheme  to  evade  the
         registration provisions of the Securities Act.


                                      E-71
<PAGE>

                  b.       Independent Investigation; Access to Information

                           (i) The  Purchaser  can  bear  the  economic  risk of
         losing its entire investment in the Company.

                           (ii) The Purchaser has the knowledge,  experience and
         skill in financial and business matters to be capable of evaluating the
         merits and risks of the investment in the Company.

                           (iii) The Purchaser  has had an adequate  opportunity
         to ask  questions  of and  receive  answers  from the  Company  and its
         officers  concerning  the terms and conditions of this  investment,  to
         inspect and copy all material documents relating to the Company, and to
         obtain  any  additional  information  that is  necessary  to verify the
         accuracy of the information  the Purchaser has received.  The Purchaser
         has not received any information from nor has the Purchaser relied upon
         the name or  reputation  of any law firm or  accounting  firm  that the
         Company or any persons acting on its behalf may have mentioned as being
         involved  in this  sale or as being  the  Company's  legal  counsel  or
         accounting firm.

                           (iv) The Purchaser acknowledges that an investment in
         the Company  involves high risks,  and has taken full cognizance of and
         understands  all of the risk factors  related to an  investment  in the
         Company, including, but not limited to the following:

                  c. The  Purchaser  acknowledges  that the  Company has limited
operating history upon which an evaluation of the Company's performance could be
based.  There  can be no  assurance  that the  Company  will be able to sell its
products or services or that  operations  will be profitable.  The likelihood of
success of the Company is  speculative  and the  Purchaser is familiar  with the
many problems, difficulties,  complications and delays frequently encountered in
the operation and development of new and expanding businesses.

                  d. The  Purchaser  acknowledges  that the  Company has no firm
orders for its  products or services and may not have profits or revenues in the
foreseeable futures.

                           (i) The Purchaser has  discussed the  suitability  of
         the  investment  in the Company for its  particular  tax and  financial
         situation with its legal, tax, and financial advisors to the extent the
         Purchaser deems  appropriate,  and has neither received nor relied upon
         any advice of the  Company  or any  person or persons  acting for or on
         behalf of the Company.

                           (ii) The Purchaser acknowledges and is aware that the
         trading  market for the Common Stock is limited and no assurance can be
         given that a liquid trading market for the Common Stock will develop in
         the foreseeable future.

                           (iii)  No one has  represented  to the  Purchaser  or
         promised  expressly or by  implication  any of the  following:  (a) the
         amount or type of profit,  or loss (including tax write-offs and/or tax
         benefits)  to be  realized,  if any, as a result of  investment  in the
         Shares; and (b) that the past performance or experience of the existing
         or proposed  officers and/or directors of the Company or any affiliate,
         their associates, agents, or employees or of any other person gives any
         assurance   that  the  Company  will  be  successful  in  its  business
         operations.


                                      E-72
<PAGE>

                           (iv)  All  of  the  representations  and  information
         provided in this  Agreement  and any  additional  information  that the
         Purchaser  has  furnished to the Company with respect to the  Purchaser
         are  accurate  and  complete as of the date of the  Agreement,  and the
         Company may rely on such  information in determining the suitability of
         the  Purchaser to purchase the Shares.  If there should be any material
         adverse change in any such  representations or information prior to the
         issuance of the Shares to the Purchaser, the Purchaser will immediately
         furnish accurate and complete information  concerning any such material
         change to the Company.  The Company may rely on the representations and
         warranties  of the  Purchaser  now and after the Purchaser has received
         the Shares.

                                OTHER AGREEMENTS

         Transfer Restrictions.  The Company hereby covenants and agrees that it
will refuse to register any transfer of any of the Shares not made in accordance
with the  provisions of Regulation S and this  Agreement.  The Purchaser  hereby
acknowledges that the requirement that the Company refuse the transfer of Shares
contained in this  Section has been  included for the benefit of the Company and
the Purchaser and that, prior to any registration of transfer and as a condition
to such registration,  the Company shall have the right to request an opinion of
counsel,  a certificate  or such other  evidence as may be  satisfactory  to the
Company  to the  effect  that the  transfer  has been  made in  accordance  with
Regulation S and this Agreement.

         Furnishing of  Information.  As long as the Purchaser  owns the Shares,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the Company  after the date of this  Agreement  pursuant to the Exchange Act. As
long as the  Purchaser  owns the Shares,  if the Company is not required to file
reports pursuant to such laws, it will prepare and furnish to the Purchaser, and
make publicly  available in accordance with Rule 144(c),  such information as is
required for the Purchaser to sell the Shares under Rule 144.

         Integration.  The Company  shall not and shall use its best  efforts to
ensure that no  affiliate of the Company  shall sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the shares of Common  Stock  hereunder  in a manner  that would  require  the
registration  under the Securities Act of the sale of the shares Common Stock to
the Purchaser.

         Non-Public   Information.   Except  for   information   regarding   the
transaction  contemplated by this Agreement and the terms and conditions hereof,
the Company  covenants and agrees that neither it nor any other Person acting on
its  behalf  will  provide  the  Purchaser  or its  agents or  counsel  with any
information  that  the  Company   believes   constitutes   material   non-public
information,  unless prior thereto the  Purchaser  shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands  and confirms that the  Purchaser  shall be relying on the foregoing
representations  in  effecting   transactions  in  securities  of  the  Company.
Notwithstanding  anything to the contrary herein, the Purchaser shall not engage
in any trading activity in the Company's securities in violation of Regulation M
of the Exchange Act.


                                      E-73
<PAGE>

         Use of Proceeds.  The Company  shall use the net proceeds from the sale
of the Shares for working capital purposes.

         Best Efforts.  Both of the parties hereto shall use its best efforts to
satisfy each of the  conditions  to be satisfied by it as provided in Article IV
of this Agreement.

                                   CONDITIONS

         Closing.

a. Conditions Precedent to the Obligation of the Company to Sell the Shares. The
obligation of the Company to sell the Shares is subject to the  satisfaction  or
waiver by the Company,  at or before the Closing  Date, of each of the following
conditions:

(i) the  representations and warranties of the Purchaser in this Agreement shall
be true and correct in all material  respects as of the date when made and as of
the Closing Date;

(ii) the Purchaser shall have performed,  satisfied and complied in all material
respects  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement to be  performed,  satisfied or complied  with by the  Purchaser at or
before the Closing Date; and

(iii)  no  statute,  rule,  regulation,   executive  order,  decree,  ruling  or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation of any of the transactions contemplated by this Agreement.

b.  Conditions  Precedent  to the  Obligation  of the  Purchaser to Purchase the
Shares.  The  obligation of the  Purchaser  hereunder to acquire and pay for the
Shares at the Closing is subject to the satisfaction or waiver by the Purchaser,
at or before the Closing Date, of each of the following conditions:

(i)  the  representations  and  warranties  of the  Company  set  forth  in this
Agreement shall be true and correct in all respects as of the date when made and
as of the Closing Date;

(ii) the Company  shall have  performed,  satisfied and complied in all respects
with all covenants,  agreements and conditions  required by this Agreement to be
performed,  satisfied  or complied  with by the Company at or before the Closing
Date;

(iii)  no  statute,  rule,  regulation,   executive  order,  decree,  ruling  or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation of any of the transactions contemplated by this Agreement; and

(iv) all Required Approvals shall have been obtained.


                                      E-74
<PAGE>

                                 INDEMNIFICATION

         Indemnification.

a. By the Company.  The Company will  indemnify and hold the Purchaser  harmless
from  any and  all  losses,  liabilities,  obligations,  claims,  contingencies,
damages,  costs  and  expenses,   including  all  judgments,   amounts  paid  in
settlements,   court  costs  and  reasonable   attorneys'   fees  and  costs  of
investigation  that the Purchaser may suffer or incur as a result of or relating
to any  misrepresentation,  breach or  inaccuracy,  or any allegation by a third
party that,  if true,  would  constitute a breach or  inaccuracy,  of any of the
representations, warranties, covenants or agreements made by the Company in this
Agreement;  provided, however, that any and all payments, in the aggregate, made
or due by the Company as a result of the  obligations  of this Section 6.1 shall
be limited  to,  and in no case shall  exceed,  the  Purchase  Price paid by the
Purchaser, as stated in Section 2.1 herein.

b. By the Purchaser.  The Purchaser will indemnify and hold the Company harmless
from  any and  all  losses,  liabilities,  obligations,  claims,  contingencies,
damages,  costs  and  expenses,   including  all  judgments,   amounts  paid  in
settlements,   court  costs  and  reasonable   attorneys'   fees  and  costs  of
investigation that the Company may suffer or incur as a result of or relating to
any misrepresentation,  breach or inaccuracy, or any allegation by a third party
that,  if  true,  would  constitute  a  breach  or  inaccuracy,  of  any  of the
representations,  warranties,  covenants or agreements  made by the Purchaser in
this Agreement.

                                  MISCELLANEOUS

         Entire Agreement.  This Agreement contains the entire  understanding of
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements and understandings, oral or written, with respect to such matters.

         Notices.  Whenever  it is  provided  herein  that any  notice,  demand,
request, consent,  approval,  declaration or other communication shall or may be
given to any of the parties by another,  or whenever any of the parties  desires
to give another any such communication with respect to this Agreement, each such
notice, demand, request, consent,  approval,  declaration or other communication
shall be in writing,  and shall be delivered in person with receipt acknowledged
or by registered or certified mail, return receipt  requested,  postage prepaid,
or by telecopy and confirmed by telecopy answerback addressed as follows:


                                      E-75
<PAGE>

     If to the Company:                        With a Copy to:

         Health Discovery Corporation            Powell Goldstein LLP
         1116 South Old Temple Road              One Atlantic Center
         Lorena, Texas 76655                     Fourteenth Floor
         Attn: Robert S. Braswell IV             1201 West Peachtree Street, NW
         Facsimile: (254) 744-9310               Atlanta, Georgia 30309
                                                 Attn:  Todd Wade, Esq.
                                                 Facsimile:  (404) 572-6999

     If to the Purchaser:

         To the address listed on the signature
         page of this Agreement

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 a U.S. nationally  recognized  overnight courier service, or
(d) upon  actual  receipt  by the party to whom such  notice is  required  to be
given. As used herein, a "business day" means any day except Saturday, Sunday or
a day which is a federal legal holiday or a day on which banking institutions in
the State of New York are  authorized  or required by law or other  governmental
action to close.

         Amendments;  Waivers.  No provision of this  Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
both the Company  and the  Purchaser  or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

         Headings.  The  headings  herein  are  for  convenience  only,  do  not
constitute a part of this Agreement,  and shall not be deemed to limit or affect
any of the provisions hereof.

         Successors and Assigns;  Assignability;  No Third-Party  Beneficiaries.
Neither this Agreement nor any right,  remedy,  obligation or liability  arising
hereunder, or by reason hereof, shall be assignable by the Purchaser without the
prior  written  consent  of the  Company.  In the event that this  Agreement  is
assigned,  all covenants contained herein shall bind and inure to the benefit of
the parties hereto and their respective  successors and assigns.  This Agreement
is intended for the benefit of the parties hereto and their respective permitted
successors  and assigns  and is not for the  benefit  of, nor may any  provision
hereof be enforced by, any other Person.


                                      E-76
<PAGE>

         Governing  Law;  Waiver of Jury Trial.  All  questions  concerning  the
construction,  validity,  enforcement and interpretation of this Agreement 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  Agreement
(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 the Atlanta,
Georgia.   Each  party  hereto  hereby  irrevocably  submits  to  the  exclusive
jurisdiction of the state and federal courts sitting in the Atlanta, Georgia for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  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.  Each party hereto hereby  irrevocably  waives personal  service of
process and consents to process being served in any such Proceeding by mailing a
copy thereof via  registered  or  certified  mail or  overnight  delivery  (with
evidence of  delivery)  to such party at the address in effect for notices to it
under this  Agreement  and agrees that such service  shall  constitute  good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.  Each party hereto  hereby  irrevocably  waives,  to the fullest  extent
permitted  by  applicable  law,  any and all right to trial by jury in any legal
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated  hereby. If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be  reimbursed  by the other  party for its  attorneys  fees and other costs and
expenses  incurred with the  investigation,  preparation and prosecution of such
Proceeding.

         Survival.  The  representations,  warranties,  agreements and covenants
contained herein shall survive following the Closing.

         Counterparts;  Execution.  This Agreement may be executed in any number
of  counterparts,  each of which  shall be deemed to be an  original  and all of
which together shall be deemed to be one and the same  instrument.  In the event
that any signature is delivered by facsimile transmission,  such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such  signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.

         Publicity.  The Purchaser shall not issue any press release or make any
public  disclosure  regarding the transactions  contemplated  hereby unless such
press  release or public  disclosure  is  approved  by the  Company in  advance.
Notwithstanding  the  foregoing,  each of the parties  hereto may, in  documents
required to be filed by it with the SEC or other  regulatory  bodies,  make such
statements with respect to the transactions  contemplated  hereby as each may be
advised  by  counsel  is  legally  necessary  or  advisable,  and may make  such
disclosure as it is advised by its counsel is required by law.

         Severability.  In  case  any  one or  more  of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
thereof,  and upon so agreeing,  shall incorporate such substitute  provision in
this Agreement.


                                      E-77
<PAGE>

         Further  Assurances.  Each party shall do and  perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

         Remedies. In addition to being entitled to exercise all rights provided
herein or granted by law, including  recovery of damages,  the Purchaser and the
Company  will be entitled  to specific  performance  under this  Agreement.  The
parties agree that  monetary  damages may not be adequate  compensation  for any
loss incurred by reason of any breach of obligations  described in the foregoing
sentence and hereby  agrees to waive in any action for specific  performance  of
any such obligation the defense that a remedy at law would be adequate.

         Fees and Expenses.  Except as provided herein, each Party shall pay the
fees and expenses of its own advisers, accountants and other experts.

                         [Remainder of Page Left Blank]


                                      E-78
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Securities
Purchase Agreement to be duly executed by their respective authorized persons as
of the day and year below.

                                     HEALTH DISCOVERY CORPORATION

                                     By:________________________________________

                                           Name:________________________________

                                           Title:_______________________________

                                     Date:  ______________________, 2005

IN MAKING AN INVESTMENT DECISION, THE PURCHASER MUST RELY ON ITS OWN EXAMINATION
OF THE COMPANY AND THE TERMS OF THE SALE OF THE SHARES, INCLUDING THE MERITS AND
RISKS INVOLVED.  THESE  SECURITIES  HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED  THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                     PURCHASER

                                     ___________________________________________

                                     Name:______________________________________

                                     Date:    ______________________, 2005

                                     Address:

                                     ___________________________________________

                                     ___________________________________________

                                     ___________________________________________

                                     Resident and citizen of____________________


                                      E-79