Exhibit 10.5

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                            ASSET PURCHASE AGREEMENT

                                    -between-

                                   [Purchaser]

                                      -and-

                          HEALTH DISCOVERY CORPORATION

                                  As Purchaser

            ---------------------------------------------------------

                            Dated as of July __, 2004

            ---------------------------------------------------------


                                      E-18
<PAGE>

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                            ASSET PURCHASE AGREEMENT

         THIS  ASSET  PURCHASE  AGREEMENT,  dated  as of  July  __,  2004  (this
"Agreement"),  is  made by  [Purchaser]  (the  "Seller")  and  Health  Discovery
Corporation, a Texas corporation (the "Purchaser").

                                    RECITALS

         WHEREAS,  Seller and certain  other senior  secured  lenders  (with the
Seller, the "Lenders") to Barnhill Genomics, Inc. and BIOWulf Technologies,  LLC
(collectively  the  "Debtor"),  and the Lenders held a  first-priority  security
interest  in and  to  all of the  Debtor's  assets  pursuant  to  those  certain
Intellectual  Property Security Agreements,  dated October 11, 2001 and February
1, 2002, as well as under that certain  Security  Agreement,  dated  February 1,
2002, and that certain Senior Secured, Super-Priority, Debtor-In-Possession Loan
Agreement, dated March, 2002, (collectively, the "Security Agreements"), between
the  Debtor and the  Lenders,  and under the  Georgia  Uniform  Commercial  Code
("UCC");

         WHEREAS,  the Debtor was in  material  payment and other  default  with
respect to the Debtor's  financing  from the Lenders,  and on June 1, 2004,  the
Lenders exercised their rights and remedies under the Security  Agreements,  and
under the UCC (the "Foreclosure");

         WHEREAS,  as a result of the Foreclosure the Lenders obtained rights in
certain assets of the Debtor; and

         WHEREAS,  the Purchaser now desires to acquire each Lender's  rights in
such assets;

         NOW,  THEREFORE,  in consideration of the mutual terms,  conditions and
other agreements set forth herein,  the Seller and the Purchaser hereby agree as
follows:

                                   ARTICLE 1

                         PURCHASE AND SALE OF THE ASSETS

1.1. Purchase and Sale of the Assets.

         (a) On the  terms  and  subject  to the  conditions  set  forth in this
Agreement,  the  Seller  agrees to sell,  assign,  transfer  and  deliver to the
Purchaser, and the Purchaser agrees to purchase free and clear of all Liens, all
of the Seller's interest in and to the Assets (as defined below),  including all
associated  goodwill of the Debtor and all claims of the Debtor  (including  all
rights of the Debtor to sue thereunder)  against third parties for past, present
or future  infringement or dilution of any of the  Intellectual  Property Rights
(as defined  below) or for any injury to the  goodwill of the Debtor  associated
with  any  of  the   Intellectual   Property   Rights,   in  reliance  upon  the
representations  and warranties of the Lenders contained herein and on the terms
and conditions herein set forth.


                                      E-19
<PAGE>

         (b) As used in this  Agreement,  the  Schedules  and Exhibits  attached
hereto and the Conveyancing Documents,  the term "Assets" shall mean and include
all of the right,  title and interest in the assets that were formerly  owned by
the Debtor, including but not limited to:

                  (i) all of the patents,  patent applications and patent rights
         of the Debtor  identified  and described on Schedule  1.1(b)(i) and any
         patents  issuing  from said  applications,  as well as any  divisional,
         continuation,  continuation-in-part,  reissue or reexamination  patents
         and  any  foreign   counterparts  or  applications   relating   thereto
         (collectively, the "Patents");

                  (ii) all of the trademarks and service marks and other similar
         rights of the Debtor (collectively, the "Trademarks");

                  (iii) all of the copyrights of the Debtor and all other rights
         of the Debtor in and to copyrightable  works of the Debtor,  and all of
         the  Intellectual  Property  Rights  of the  Debtor  relating  to  such
         copyrights  and other rights  including  all original  works subject to
         protection by the Copyright Laws of the United States, such works being
         in any  medium now known or  hereafter  developed,  including,  but not
         limited  to  all  content,  software,  graphics,  animation,  know-how,
         technical  information  and  the  like  contained  on the  biowulf.com,
         mindtel.com/biowulf/ and related and associated websites;

                  (iv) all of the  documentation  of the Debtor  relating to the
         rights,  assets  and  other  property  of  the  Debtor  identified  and
         described in clauses (i) through (iii) of this Section 1.1(b);

                  (v) all of the business contracts of the Debtor;

                  (vi) all of the other assets listed on Schedule 1.1(b)(vi);

                  (vii)  all  of the  Intellectual  Property  Rights,  technical
         information,  Trade Secrets,  know-how,  formulations,  specifications,
         processes,  techniques  and data of the  Debtor  which are not  readily
         available to others  through public means and which are not the subject
         of an issued or pending patent claim of the Debtor in a county in which
         any product,  service  process or part thereof,  or use of a product or
         part  thereof,  which is  covered  in whole or in part by at least  one
         unexpired claim of the Patents in the county in which any such product,
         process or part thereof is made, used, or sold or service is rendered;

                  (viii) all claims of the  Debtor,  whether  arising  before or
         after the Closing, to the extent such Claims relate to the Assets;

                  (ix)  all   books,   records,   ledgers,   files,   documents,
         correspondence, lists, specifications,  creative materials, advertising
         and  promotional  materials,  studies,  reports,  and other  printed or
         written materials formerly owned by the Debtor, and

                  (xi) without limitation, all other properties and assets owned
         or held by the  Lenders,  which  was  previously  owned by the  Debtor,
         whether  tangible or  intangible  and whether or not of a type  falling
         within any of the categories of assets or properties described above.

         (c) As used herein, the term "Intellectual Property Rights" shall mean,
collectively,  United States and foreign patents;  patent  applications;  patent
rights; names and tradenames;  trademarks;  service marks; trademark and service
mark  registrations;  copyright  registrations;  copyrights  (including those in
computer programs,  drawings,  documentation,  and specifications);  proprietary
rights  in  technical  information,   Trade  Secrets,  know-how,   formulations,
specifications,  processes,  techniques and data which are not readily available
to others  through  public  means and which are not the  subject of an issued or
pending  patent claim of the Debtor or Lenders in a country in which the product
of a Patent is manufactured,  sold, employed or service provided; license rights
under  the  intellectual  property  rights  of  third  parties;  and  all  other
intellectual property rights,  whether or not subject to statutory  registration
or protection.


                                      E-20
<PAGE>

         (d) As used  herein,  the term "Trade  Secrets"  shall mean  materials,
composition and formulas, manufacturing methods, techniques and processes, lists
of potential  customers and contacts,  names of suppliers,  market surveys,  and
marketing information which (A) denies economic value, actual or potential, from
not being generally known to, and not readily  ascertainable by proper means by,
other persons,  and (B) is the subject of efforts that are reasonable  under the
circumstances to maintain its secrecy;

         1.2.  Conveyancing  Documents.  The Seller shall execute and deliver to
the  Purchaser  upon  Closing  (as  defined   below)  the  following   documents
(collectively, the "Conveyancing Documents"):

         (a) an  Assignment  of  Patents,  in or  substantially  in the  form of
Exhibit 1.2(a), covering all of the Patents;

         (b) a  General  Assignment,  Bill of Sale  and  Transfer  Statement  in
substantially in the form of Exhibit 1.2(b), with regard to all of the Assets.

         1.3. No Assumption of Liabilities.  It is the express  intention of the
Seller and the Purchaser  that the Purchaser  shall acquire all of the rights of
the Seller in the Assets.  The Assets are being  purchased  by the  Purchaser as
separate  assets,  apart from any liabilities or obligations of the Seller,  the
other Lenders or the Debtor,  none of which are being assumed by the  Purchaser.
The Purchaser is not undertaking a continuation of the Debtor's  business or any
obligations or liabilities of the Debtor relating thereto.

         1.4.  Closing.  The consummation of the purchase and sale of the Assets
(the "Closing")  shall upon the  satisfaction or waiver of all conditions to the
obligations of the parties set forth in Article 4 (the "Closing Date").


         1.5. Excluded Property;  etc. Anything in any of the provisions of this
Agreement,  any of the  Schedules  or  Exhibits  attached  hereto  or any of the
Conveyancing Documents express or implied to the contrary  notwithstanding,  the
term "Assets",  as used in the  Transaction  Documents,  shall not include or be
deemed to include any of the rights,  title or interests of the Seller,  whether
now owned or hereafter  acquired,  arising or existing,  in and to all or any of
the  property  listed  on  Schedule  1.5  (all of such  property  and all of the
Seller's  , the other  Lenders'  or the  Debtor's  rights,  title and  interests
therein and thereto being herein collectively called the "Excluded Property").

                                   ARTICLE 2

                       PAYMENT OF PURCHASE PRICE; CLOSING

         2.1.  Purchase Price. The aggregate  purchase price for the Assets will
be $_____, to be paid in accordance with Section 2.2 and Section 2.4.


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<PAGE>

2.2. Payment of Purchase Price. At Closing, the Purchaser shall deliver:

         (a) a duly  executed  promissory  note  substantially  in the  form  of
Exhibit 2.2(a) (the "Cash Note"),  which Cash Note shall provide for the payment
of $____ within two business days of a court of competent  jurisdiction entering
a final order  granting all relief  requested by the Lenders in  confirming  the
Foreclosure (the "Confirmation Proceeding"), as more fully described in the Cash
Note (the "Initial Payment"),  and payments of $_____ due on the fourth, eighth,
twelfth and sixteenth month anniversary of the Initial Payment, plus

         (b) a duly executed  convertible  promissory note  substantially in the
form of Exhibit 2.2(b) (the "Convertible Note"), which Convertible Note shall be
in the principal  amount of $_____,  which will be convertible into _____ shares
of  Purchaser  common  stock  (the  Cash  Payment  plus the Cash  Note  plus the
Convertible  Promissory  Note plus the Common  Stock shall  equal the  "Purchase
Price").

         2.3. Allocation of Purchase Price. The Purchase Price will be allocated
among the  Assets  for all  purposes  (including  Tax and  financial  accounting
purposes) as the Parties may mutually agree. Each of the Parties hereto will not
take a position on any Tax Return,  before any  governmental  or regulatory body
charged with the collection of any Tax, or in any Action or Proceeding,  that is
in any way  inconsistent  with the Purchase Price  Allocation and will cooperate
with each other in timely filing  consistent  with such  allocation on Form 8594
with the Internal Revenue Service.

         2.4. Making of Payments.

         (a) All  payments  required to be made by the  Purchaser  to the Seller
hereunder shall be made by the Purchaser to the Seller by wire transfer of funds
in accordance  with the  following  wire transfer  instructions  (the  "Lenders'
Account"), unless written notice of a change in such instructions is provided to
the Purchaser pursuant to Section 8.2 of this Agreement by Joe McKenzie, serving
as the collateral agent for the Lenders (the "Collateral Agent"):

         Wire to:
                  Bank:

                  ABA#:
                  Credit Account Name:
                  Credit Account Number:

         (b) Any deposit by  Purchaser  of an amount into the  Lenders'  Account
shall  completely  satisfy any  Purchaser  obligation  to make  payments of such
amount under this  Agreement and the  Conveyancing  Documents  regardless of how
such funds are ultimately  disbursed from such account.  The disbursement of any
deposited funds is the complete responsibility of the Collateral Agent.


                                      E-22
<PAGE>

                                   ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         Each of the parties  hereto  represents and warrants to the other party
hereto that the  following  statements  explicitly  made by such party are true,
complete and correct as of the Closing Date:

         3.1.   Representations   and  Warranties  of  the  Seller.  The  Seller
represents and warrants to the Purchaser that the following statements are true,
complete  and  correct  as of the date  hereof and will be true,  complete,  and
correct as of the Closing  Date,  except as otherwise set forth on the Schedules
attached hereto, as follows:

         (a) Authority; Validity; No Conflict. Seller represents and warrants to
the Purchaser that Seller has the full legal right,  capacity and power,  and if
Seller is an entity,  all  requisite  corporate  and  regulatory  authority  and
approval required,  to enter into,  execute,  deliver and perform this Agreement
and to otherwise sell, transfer,  convey and deliver to the Purchaser all of the
Seller's rights in the Assets and to transfer to the Purchaser  pursuant to this
Agreement  all of the Seller's  rights in the Assets.  Neither the execution and
delivery of this Agreement and the Conveyancing  Documents by the Seller nor the
performance  by the Seller of the  transactions  contemplated  by this Agreement
will: (i) violate,  conflict with, result in the acceleration of, or entitle any
party to accelerate the maturity or the  cancellation  of the performance of any
obligation under, or result in the creation or imposition of any lien in or upon
any of the Assets,  or  constitute a default (or an event which might,  with the
passage of time or the giving of notice,  or both,  constitute a default)  under
any lease,  contract,  loan or credit agreement,  license or other instrument to
which  Seller  is a party or by which  Seller  may be  bound or  affected;  (ii)
violate or conflict with any provision of any  applicable  law or judicial order
applicable  to the  Seller,  the  Lenders or the  Assets;  or (iii)  require any
consent  or  approval  of or  filing  or  notice  with any  person,  entity,  or
governmental or regulatory body.

         (b)  Default  by the  Debtor.  (i) The  Debtor  defaulted  in  material
respects in connection  with material  obligations  of the Debtor to the Lenders
secured by the Assets;  (ii) the Lenders exercised their post-default rights and
remedies as lenders with respect to the Assets;  and (iii) the Lenders conducted
a commercially  reasonable sale pursuant to a properly publicized notice of sale
and otherwise complied with applicable law in acquiring the Assets from Debtor.

         (c)  Sufficiency  of Assets.  The Assets  constitute all of the assets,
tangible and intangible,  of any nature  whatsoever  obtained from the Debtor by
the Lenders in the Foreclosure.

         (d) Title.  The Lenders  collectively  own  outright  and have good and
marketable title to all of the Assets, , in each case free and clear of any lien
or  encumbrance.  Seller has not  transferred  any of its interest in the Assets
that it acquired  pursuant to the  Foreclosure,  and at the Closing,  the Seller
will convey to Purchaser all of the Seller's interest in the Assets.

         (e) Litigation;  Compliance with Laws.  Except as set forth on Schedule
3.1(e),  there are no outstanding judicial orders or decrees by which the Seller
or to the knowledge of the Seller, the Debtors are bound, or any legal action or
proceeding pending or to the knowledge of the Seller,  threatened,  which relate
to or affect the Debtor or the Assets,  nor to the  knowledge  of the Seller are
there  any  facts or  circumstances  which  are  likely to give rise to any such
action or  proceeding.  The Seller has not received any claim that its ownership
or use of the Assets is or was not in compliance in any respect with, or that it
is or was in  violation  of,  any law or order  applicable  to the Assets or the
Seller.


                                      E-23
<PAGE>

         (f)  Intellectual   Property  Rights.  The  Lenders  own  or  otherwise
possesses valid licenses to all Intellectual Property Rights.

         (g)  Brokers.  No broker or agent has been  employed  or engaged by the
Seller in  connection  with the  purchase and sale of Assets or any of the other
transactions contemplated by this Agreement or the Conveyancing Documents.

         (h) Disclosure.  Neither the Agreement,  the Conveyancing  Documents or
any other document furnished to Purchaser by or on behalf of the Seller pursuant
to the any such  document  or  agreement,  contains  an  untrue  statement  of a
material  fact or  omits a  material  fact  necessary  to  make  the  statements
contained herein or therein not misleading.

         3.2.  Representations  and Warranties of the  Purchaser.  The Purchaser
represents  and warrants to the Seller that the following  statements  are true,
complete  and correct as of the date  hereof,  and will be true,  complete,  and
correct as of the Closing Date, as follows:

         (a)  Organization  and Authority.  The Purchaser is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Texas, that the Purchaser has the full legal right,  capacity and power, and all
requisite corporate power and lawful authority,  to enter into the the Agreement
and the Conveyancing  Documents and to perform its obligations  thereunder,  and
that the  Purchaser  has the full legal  right and power and all  authority  and
approval  required to enter into,  execute,  deliver and perform this Agreement.
This  Agreement  and the  Conveyancing  Documents  required  to be entered  into
pursuant  hereto by Purchaser have been duly executed and delivered by Purchaser
and constitute the valid and binding obligation of Purchaser enforceable against
Purchaser in accordance with their terms.  Neither the execution and delivery of
the Agreement nor the Conveyancing  Documents by Purchaser,  nor the performance
by  Purchaser of the  transactions  contemplated  by this  Agreement  will:  (i)
violate or conflict with any of the provisions of the Articles of  Incorporation
and Bylaws of Purchaser; (ii) violate or conflict with any provisions of any law
or order applicable to Purchaser; or (iii) require any consent or approval by or
filing or notice with any person,  entity or  governmental  or  regulatory  body
other than with respect to federal and state filings required in connection with
the issuance of Common Stock by Purchaser.

         (b) Pending Litigation and Proceedings. No litigation is pending or, to
the  knowledge of  Purchaser,  threatened  against or affecting the Purchaser in
connection with any of the transactions contemplated by this Agreement. There is
presently no  outstanding  judgment,  decree or order of any  governmental  body
against or affecting Purchaser in connection with the transactions  contemplated
by this Agreement.

         (c)  Brokers.  No broker or agent has been  employed  or engaged by the
Purchaser in connection with the purchase and sale of Assets or any of the other
transactions contemplated by the Transaction Documents.


                                      E-24
<PAGE>

         (d) Share  Issuance.  All shares of Common  Stock to be issued upon the
conversion of the  Convertible  Note have been duly  authorized  and when issued
will be fully paid and nonassessable.

         (e) No Liens. Upon the Closing,  the interest in the Assets will not be
subject to any lien or encumbrance of the Purchaser.

                                   ARTICLE 4

                       CONDITIONS PRECEDENT TO THE CLOSING

         4.1.  Conditions  Precedent to the Obligations of Purchaser to Complete
the Closing.

         (a) Conditions  Precedent.  The  obligations of Purchaser to enter into
and  complete  the  Closing are  subject to the  fulfillment  at or prior to the
Closing of the following  conditions,  any one or more of which may be waived in
writing by Purchaser:

                  (i) each of the  representations  and warranties of the Seller
contained in the  Agreement  and the  Conveyancing  Documents  shall be true and
correct in all material  respects as of the Closing without giving any effect to
any materiality qualifications contained in such representations or warranties;

                  (ii) the Seller shall have  performed and complied with all of
the agreements,  covenants and obligations  required under the Agreement and the
Conveyancing  Documents to be performed or complied  with by the Seller prior to
or at the Closing;

                  (iii) all authorizations,  consents,  waivers and approvals as
may be required to be obtained by the Seller in connection with the consummation
of the transactions contemplated by this Agreement shall have been obtained;

                  (iv) all  filings  that are  required to have been made by the
Parties  with any  governmental  or  regulatory  body in order to carry  out the
transactions  contemplated  by this  Agreement  shall  have  been  made  and all
authorizations,  consents and approvals from any governmental or regulatory body
required to carry out the transactions contemplated by this Agreement shall have
been received and any applicable waiting periods shall have expired; and

                  (v) there shall be in force no order,  action or proceeding by
or  before  any  governmental  or  regulatory  body  restraining,   restricting,
enjoining,  prohibiting,  invalidating  or otherwise  preventing  (or seeking to
prevent) the consummation of the transactions contemplated by this Agreement.

         (b)  Conveyancing  Documents.   The  Seller  shall  have  executed  and
delivered to Purchaser  the  Conveyancing  Documents  and such  instruments  and
documents as may be  reasonably  requested by Purchaser in order to complete the
transfer of the Assets to Purchaser.

         (c) Other Items.  The Lenders  shall have  delivered to Purchaser  such
documents,  instruments  and assurances as Purchaser may  reasonably  request to
evidence or establish the accuracy of the  representations and warranties of the
Lenders, the compliance by the Lenders with their covenants and agreements,  and
the  satisfaction  of the conditions to Purchaser's  obligations to complete the
Closing.

         (f) Private Placement. Purchaser shall be satisfied that there shall be
a valid private  placement of the Common Stock included in the Purchase Price to
be delivered  pursuant to Section 2.2 hereof under the  Securities Act and under
any   applicable   state   securities   laws,   including   representations   or
questionnaires or both from Seller to the effect that he or she is an accredited
investor  under the  Securities  Act and has such  knowledge  and  experience in
financial  and  business  matters  that would permit him or her to be capable of
evaluating the merits and risks of an investment in the Common Stock.


                                      E-25
<PAGE>

         (g)  Investment  Advisor.  In  the  event  that  the  Seller  is not an
"accredited  investor" or "qualified  investor"  pursuant to the Securities Act,
(i) the Seller may select and retain an investment  advisor or representative of
their  choosing to assist them at such Seller's  sole cost and expense,  or (ii)
the Seller may  select an  investment  advisor  or  representative  provided  by
Purchaser,  the fees and costs associated with the employment of such investment
advisor shall be paid by the Seller.

         4.2. Conditions  Precedent to the Obligations of the Seller to Complete
the Closing.

         (a) Conditions  Precedent.  The obligations of the Seller to enter into
and  complete  the  Closing are  subject to the  fulfillment  at or prior to the
Closing, of the following conditions,  any one or more of which may be waived in
writing  by the  Seller:  (i)  each of the  representations  and  warranties  of
Purchaser  contained in this Agreement and the  Conveyancing  Documents shall be
true and correct in all material  respects as of the Closing  without giving any
effect to any materiality  qualifications  contained in such  representations or
warranties; and (ii) Purchaser shall have performed and complied with all of the
agreements,  covenants and  obligations  required under the  Agreement,  and the
Conveyancing  Documents,  to be performed or complied with by Purchaser prior to
or at the Closing.

         (b) Conveyancing Documents. Purchaser shall have executed and delivered
to the Seller the Conveyancing Documents to which it is a party.

         (c) Cash Note.  Purchaser  shall have  executed  and  delivered  to the
Seller the Cash Note.

         (d)  Convertible  Note.  Purchaser shall have executed and delivered to
the Seller the Convertible Note.

         (e) Other  Items.  Purchaser  shall have  delivered  to the Seller such
documents,  instruments  and assurances as the Seller may reasonably  request to
evidence or establish  the accuracy of the  representations  and  warranties  of
Purchaser,  the compliance by Purchaser with its covenants and  agreements,  and
the  satisfaction of the conditions to the Seller's  obligations to complete the
Closing.


                                      E-26
<PAGE>

                                   ARTICLE 5

                             POST-CLOSING COVENANTS

         Each of the parties  hereto hereby  covenants and agrees with the other
party hereto as follows:

         5.1. Additional  Conveyancing  Documents.  At any time and from time to
time  after  the  Closing,  with  reasonable  promptness  after  request  by the
Purchaser,  and without  further  consideration,  the Seller  shall  execute and
deliver to the Purchaser such other instruments of sale,  transfer,  conveyance,
assignment and confirmation and take such action as the Purchaser may reasonably
deem necessary or desirable in order to sell,  transfer,  convey and assign more
effectively to the Purchaser the Assets,  and to assist  Purchaser in exercising
all rights with  respect  thereto.  The Parties  shall use their best efforts to
fulfill or obtain the  fulfillment of the conditions to the Closing,  including,
without limitation,  the execution and delivery of any document or other papers,
the execution and delivery of which are conditions precedent to the Closing.

         5.2 Conversion  Shares.  The Parties shall comply with and abide by the
covenants and restrictions  contained in the Cash Note and the Convertible Note.
5.3 Best Efforts. The Seller agrees to use his or her best efforts to assist and
cooperate with Purchaser in doing, all things necessary and proper to consummate
the transactions contemplated by this Agreement.

         5.5 Consents. The Seller agree to use his or her best efforts to obtain
any consent,  approval or amendment  which  Purchaser  reasonably  determines is
required to convey, transfer and assign the Assets.

         5.6  Publicity.  The  Seller  shall  not issue  any  press  release  or
otherwise  make any  announcements  to the public with respect to this Agreement
without the prior written  consent of the Purchaser,  except as required by Law.
This Section shall expire on the tenth day after the Closing Date.

         5.7 Payment of Maintenance Fees. From and after the Closing,  Purchaser
shall make all commercially  reasonable  maintenance fees due on the Patents and
will take all commercially reasonable actions to prosecute the Patents.

         5.8  Maintaining  Public  Company  Status.  From and after the Closing,
Purchaser  shall  maintain  itself  as  a  reporting  company  pursuant  to  the
requirements of the Securities Exchange Act of 1934, as amended,  and shall take
such action as is necessary to satisfy the requirements of Rule 144(c).

         5.9 Drop Dead Date. If the Confirmation  Proceeding is not completed by
December  31,  2004,  Purchaser  must  either (a) waive the  condition  that the
Confirmation  Proceeding occur and satisfy all of Purchaser's  obligations under
this Agreement,  the Cash Note and the Convertible  Note or (b) return to Seller
all ownership rights in the Patents  conveyed by Seller.  If Purchaser makes the
election  pursuant to subsection  (b),  Purchaser and Seller shall  negotiate in
good faith for Purchaser's license of all of Seller's interest in the Patents.

         5.10  Security  Interest.  Within three  business  days of  Purchaser's
receipt of documents  reasonably  satisfactory  to Purchaser that grant Seller a
first priority security  interest in Seller's interest in the Assets,  Purchaser
shall executes such documents and return them to Seller for filing as the Seller
deems appropriate.


                                      E-27
<PAGE>

         5.11 Preemptive  Rights.  Until such time as the  outstanding  balances
under the Cash Note and Convertible  Note have been paid in full or, in the case
of the  Convertible  Note,  converted,  Seller shall have  preemptive  rights to
participate  in any  future  fundraising  by  Purchaser  on the same  terms  and
conditions  as  Purchaser  offers to third  parties.  Seller's  right under this
Section  5.12 shall be in  proportion  to the  number of shares to which  Seller
would be entitled upon a full conversion of the Convertible Note.

                                   ARTICLE 6

                            SURVIVAL; INDEMNIFICATION

         6.1. Survival of Representations  and Warranties.  All  representations
and warranties of the Lenders and the Purchaser contained in this Agreement will
survive  the  Closing  indefinitely,   subject  to  any  applicable  statute  of
limitations.  Any  representation or warranty that would otherwise  terminate in
accordance with this Section 6.1 will continue to survive if a notice of a claim
(a "Claim  Notice")  shall have been given  under this  Article 6 on or prior to
such  termination  date until the  related  claim for  indemnification  has been
satisfied or otherwise resolved as provided in this Article 6.

         6.2.   Indemnification  of  the  Seller.  Subject  to  the  limitations
contained in this Article 6, the Purchaser agrees to indemnify,  defend and hold
harmless the Seller and his or her  successors  and assigns from and against any
and all losses,  liabilities,  expenses  (including costs of  investigation  and
defense and reasonable  attorneys' fees), or diminution in value, whether or not
involving a third-party  Claim  (collectively,  "Damages"),  which,  directly or
indirectly,  arise out of,  result  from or  relate  to:  (i) any  breach of any
representation or warranty made by Purchaser in this Agreement, the Conveyancing
Documents,  the Cash Note or the Convertible  Note; (ii) any breach by Purchaser
of any covenant or  obligation  of Purchaser  contained in this  Agreement,  the
Conveyancing  Documents,  the Cash Note or the  Convertible  Note;  or (iii) any
Assets; or (iv) the Cash Note or the Convertible Note.

         6.3.  Indemnification  of the  Purchaser.  Subject  to the  limitations
contained in this  Article 6, the Seller  agrees to  indemnify,  defend and hold
harmless Purchaser,  its affiliates,  and their respective officers,  directors,
managers, employees, members, and shareholders,  and their respective successors
and assigns, from and against any and all Damages which, directly or indirectly,
arise out of, result from or relate to: (i) any breach of any  representation or
warranty made by the Seller in this Agreement,  the Conveyancing Documents,  the
Cash Note or the Convertible Note; (ii) any breach by the Seller of any covenant
or  obligation  of the Seller  contained  in this  Agreement,  the  Conveyancing
Documents,  the Cash Note or the Convertible Note; or (iii) any liability of the
Debtor asserted against Purchaser or its affiliates.

         6.4.  Indemnification  Procedure.  A Claim for  indemnification for any
matter  may be  asserted  by notice to the Party  from whom  indemnification  is
sought by giving written notice to the Party describing in reasonable detail the
basis for the Claim.


                                      E-28
<PAGE>

         6.5. Limitations on Indemnification.

         (a) Cap. Subject to this Section 6.5,  Purchaser shall not be obligated
to make  indemnification  payments pursuant to this Agreement,  which exceed the
amount of the purchase price.

         (b) Purchaser's Exclusive Remedies;  Right of Set-Off.  Subject to this
Section  6.5,   Purchaser's   exclusive   remedies   pursuant  to  a  Claim  for
indemnification pursuant to this Agreement are that (i) the Purchaser shall have
the right to set-off  any  Damages  from any  amounts  otherwise  payable by the
Purchaser  to the Seller and (ii) the  Purchaser  shall have the right to cancel
shares issued to the Seller pursuant to the Convertible Note that remain subject
to transfer  restrictions  in an amount equal to the amount of the Claim divided
by the closing  price of the Common Stock on the day  preceding  delivery of the
Claim  notice to the Seller.  Any claim of a set-off by the  Purchaser  shall be
made in writing and delivered to the Seller.

         (c) Right to Compel  Performance.  Neither the foregoing  provisions of
this Section 6.5 nor anything else in this Agreement  shall limit the right of a
party to enforce the performance of this Agreement or any contract,  document or
other instrument executed and delivered pursuant to this Agreement by any remedy
available to it in equity.

         (d) Fraud; Intentional  Misrepresentation.  The limitation set forth in
this Article 6 shall not apply to any Damages suffered by a party arising out of
fraud or the  breach  of any  representation  or  warranty  contained  herein or
pursuant  hereto  if such  representation  or  warranty  was  made  with  actual
knowledge  that it  contained  an untrue  statement  of a fact or omitted a fact
necessary to make the statements of facts contained therein not misleading.

                                   ARTICLE 7

                                   TERMINATION

         This  Agreement may be  terminated  and the  transactions  contemplated
hereby may be abandoned at any time prior to the Closing Date:

         (a) at any time, by mutual written consent of the parties hereto;

         (b) by either the Purchaser or the Lenders if a material  breach of any
provision  of this  Agreement  has been  committed  by the other  party and such
breach has not been waived or cured within ten days of receipt of notice of such
breach;

         (c) by Purchaser if any of the  conditions in Section 4.1 have not been
satisfied as of the Closing Date and Purchaser has not waived such  condition on
or before the Closing Date; or

         (d) by the  Lenders if any of the  conditions  in Section  4.2 have not
been  satisfied  as of the  Closing  Date and the  Lenders  have not waived such
condition on or before the Closing Date. ARTICLE 8


                                      E-29
<PAGE>

                                  MISCELLANEOUS

         8.1. Expenses.  Each party to this Agreement shall, except as otherwise
expressly provided by this Agreement, pay all of the costs and expenses incurred
and sustained by such party in negotiating and performing  this Agreement.

         8.2.  Notices.  All notices  hereunder shall be in writing and shall be
given personally,  sent by facsimile transmission or sent by prepaid courier, by
certified,  registered  or express  mail,  postage  prepaid,  or by a nationally
recognized  overnight  courier as follows  (telephone calls shall not constitute
notice):

If to the Seller:
                                    ------------------------
                                    ------------------------
                                    ------------------------
                                    Facsimile:  (___) ________
                                    Telephone: (___) ________

         With a copy (which shall not constitute notice) to:

                                    Ellis, Painter, Ratterree & Adams
                                    Post Office Box 9946
                                    Savannah, Georgia  31412
                                    Attention:  Wiley Ellis, Esq.
                                    Facsimile:  (912)  233-2281
                                    Telephone:  (912) 233-9700

         If to the Purchaser:
                                    Health Discovery Corporation
                                    2 Spingfield Place
                                    Savannah, GA  31411
                                    Attention:  Stephen D. Barnhill, M.D.
                                    Facsimile:  (912) 598-8776
                                    Telephone:  (912) 713-4007

         With a copy (which shall not constitute notice) to:

                                    Powell, Goldstein, Frazer & Murphy LLP
                                    191 Peachtree Street, NE
                                    Sixteenth Floor
                                    Atlanta, Georgia 30303
                                    Attention:  Todd Wade, Esq.
                                    Facsimile: (404) 572-6999
                                    Telephone: (404) 572-6600


                                      E-30
<PAGE>

         8.3. Interpretation.

         (a) This  Agreement  (including  the  Schedules  and  Exhibits) and the
agreements,   certificates  and  other  documents  delivered  pursuant  to  this
Agreement  contain the entire  agreement  among the Parties  with respect to the
transactions  described herein,  and supersede all prior agreements,  written or
oral, with respect thereto.

         (b) This Agreement may be amended,  superseded,  cancelled,  renewed or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed  by the  Parties  or,  in the  case of a  waiver,  by the  Party  waiving
compliance.

         (c) This  Agreement  may be executed by the Parties  hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each  counterpart  may consist of a number of copies  hereof each signed by less
than all, but together signed by all, of the Parties hereto.

         8.4. Choice of Law. This Agreement, the Conveyancing Documents, and the
Delivered  Items shall be governed and construed in accordance  with the laws of
the State of Georgia without regard to conflicts of laws principles  thereof and
all  questions   concerning  the  validity  and  construction  hereof  shall  be
determined  in  accordance  with the laws of the State of  Georgia.  Each  Party
hereby irrevocably submits to the non-exclusive  jurisdiction of Chatham County,
State of Georgia, and if it or he can acquire jurisdiction, in the United States
District Court for the Southern  District of Georgia in any action or proceeding
arising out of or relating to this Agreement and hereby  irrevocably  agrees, on
behalf of itself and  himself,  and on behalf of such  party's  successor's  and
assigns,  that all Claims in respect of such action or  proceeding  may be heard
and  determined  in any such court and  irrevocably  waives any  objection  such
person may now or  hereafter  have as to the venue of any such  suit,  action or
proceeding brought in such a court or that such court is an inconvenient forum.

         8.5. No  Third-Party  Beneficiaries.  This Agreement is not intended to
confer  upon any person  other than the  parties  hereto any rights or  remedies
hereunder,  except the  provisions of Article 6 relating to  indemnities  of the
Purchaser and Seller.

         8.6.  Assignment.  This Agreement and all the rights and powers granted
hereby  shall  bind and inure to the  benefit  of the  parties  hereto and their
respective  permitted  successors  and assigns.  This  Agreement and the rights,
interests  and  obligations  hereunder  may not be assigned by any party  hereto
without  the prior  written  consent of the other  parties  hereto,  except that
Purchaser may make such assignments to any Affiliate of Purchaser  provided that
Purchaser remains liable hereunder.

              [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


                                      E-31
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have caused this ASSET PURCHASE
AGREEMENT to be duly executed and delivered as of July ___, 2004.

                                      The Seller:


                                      ------------------------------------------

                                      Name:
                                            ------------------------------------

                                      The Purchaser:

                                      HEALTH DISCOVERY CORPORATION

                                      By:
                                         ---------------------------------------
                                           Stephen Barnhill, M.D.
                                           Chief Executive Officer


                                      E-32