Exhibit 10.4

                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of the 1st day of November,  2003, by and between  David  Cooper,  an individual
resident  of the State of  Wisconsin  (the  "Employee"),  and  Health  Discovery
Corporation, a Texas corporation (the "Company").

                                    RECITALS:

        WHEREAS, the Company desires to employ the Employee as its President and
Chief Medical  Officer,  and Employee desires to accept such employment with the
Company, all in accordance with the terms and conditions hereinafter set forth;

        NOW,  THEREFORE,  for and in  consideration  of the above premises,  the
mutual  covenants  and  agreements  hereinafter  set forth  and  other  good and
valuable  consideration,  the receipt,  adequacy,  and  sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree as follows:

Employment and Duties.

Subject to the terms and  conditions  set forth in this  Agreement,  the Company
hereby  agrees to employ the Employee,  and the Employee  hereby agrees to serve
the Company,  as the  President  and Chief  Medical  Officer of the Company.  In
performing  his duties  hereunder,  the Employee shall report to and be directly
responsible to the Board of Directors. Employee will also serve on the Company's
Board of Directors.

During the term of this Agreement,  the Employee  shall,  for the benefit of the
Company,  use his skills,  knowledge,  and  specialized  training to perform the
duties and  exercise  the  powers,  functions,  and  discretion  incident to his
position as  President  and Chief  Medical  Officer of the Company or which from
time to time, consistent with such position, may be assigned to or vested in him
by the Board of  Directors,  in an efficient  and  competent  manner and on such
terms and subject to such  restrictions  as the Board of Directors may from time
to time impose.

Term.  The  Employee's  term of  employment  pursuant  to this  Agreement  shall
commence on the date hereof and shall  continue  until  terminated in accordance
with this  Agreement.  Either the Company or Employee may  terminate  Employee's
employment   under  this   Agreement  at  any  time  by  notice  to  the  other.
Notwithstanding  the foregoing,  Employee  agrees that he will not terminate his
employment  upon less than sixty  (60)  days'  prior  written  notice.  Employee
acknowledges  and  agrees  that  after the  Company's  receipt  of any notice of
termination  from the  Employee,  the Company may, at its sole option,  elect an
earlier  effective date for the  termination of Employee's  employment by giving
written notice of such earlier date to Employee at any time prior to the date of
termination initially established by Employee.


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<PAGE>

Compensation.

As compensation  for performing his duties  hereunder,  Employee shall be issued
non-qualified  stock options to acquire 3,000,000 shares of the Company's common
stock on terms to be mutually agreed upon by the parties.

In addition to the compensation described in this Agreement,  the Employee shall
be entitled to  reimbursement  by the  Company for all actual,  reasonable,  and
direct  expenses  incurred by him in the  performance  of his duties  hereunder,
provided such  expenses  were incurred only in accordance  with the policies and
procedures established by the Company from time to time.

Employment Benefits.

The Employee shall have the right to participate in any and all employee benefit
programs  established  or  maintained  by the  Company  from  time to  time  for
similarly  situated  employees,  in accordance  with the terms and conditions of
such employee benefit programs,  including, without limitation, such medical and
dental plans, retirement, pension and profit sharing plans as may be established
from time to time by the Company.  The Company  reserves the right,  in its sole
discretion,  to  alter,  amend,  or  discontinue  any of such  employee  benefit
programs at any time.

The Employee  acknowledges that the Company may promulgate  employee  handbooks,
policies, and procedures from time to time, and the Employee agrees to adhere to
the terms of any handbook, policy, or procedures that the Company may promulgate
from time to time. The Company  reserves the right, in its sole  discretion,  to
alter, amend, or terminate any handbook, policy, or procedure.

Employee's  Obligations upon Termination of Employment.  Upon the termination of
his employment hereunder for whatever reason Employee shall:

tender  his  resignation  from any  directorship  or  office  he may hold in the
Company or any of its subsidiaries or affiliates,  and not at any time represent
himself still to be connected with or to have any connection with the Company or
its subsidiaries or affiliates; and

observe all post-employment covenants set forth in this Agreement.

Effect of Termination. The provisions of Sections 5(b), 6, 7 and 9 through 14 of
this  Agreement  shall  survive  the  termination  of  this  Agreement  and  the
termination of Employee's  employment with the Company to the extent required to
give full effect to the covenants and agreements contained therein.

Confidential Information.

Company shall provide Employee with access to certain of Company's  Confidential
Information.  While  employed  by Company and at any time  thereafter,  Employee
shall not,  either  directly or  indirectly,  use (other than in  performance of
Employee's  duties to Company) or  disclose  or  otherwise  provide to any other
firm, corporation,  partnership or individual Company's Confidential Information
(as defined below).


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<PAGE>

         As used herein,  the term  "Confidential  Information"  means any trade
secrets or other information relating to the business, finances or operations of
Company, or of any customer or supplier of Company, that has not been previously
publicly  released by duly  authorized  representatives  of  Company.  By way of
illustration,  but not limitation,  Confidential Information shall include trade
secrets,  processes,  formulae,  ideas,  inventions,   improvements,   know-how,
negative know-how,  techniques,  drawings,  designs, original writings, software
programs,  plans,  proposals,  marketing and sales plans, financial information,
cost or pricing information,  customer or supplier lists, blueprints, production
methods  or  capabilities,  specifications,  promotional  ideas  and  all  other
concepts,  and information or ideas related to the present or potential business
of Company.

Employee  acknowledges that Company has invested  substantial time and effort in
developing this Confidential  Information and that this Confidential Information
is not readily ascertainable by others. Employee agrees to follow all procedures
Company may establish to protect its Confidential  Information.  Employee agrees
not to make copies of such Confidential Information,  except as may be expressly
authorized by Company.

Loyalty to Company.  While employed by Company,  Employee agrees not to directly
or  indirectly  engage  in any  employment,  occupation,  consulting,  or  other
business  activity  ("activities")  that would be in  competition  with Company,
except as  approved  in writing by the Board of  Directors.  While  employed  by
Company,  Employee agrees not to plan or otherwise take any  preliminary  steps,
either  alone or in concert  with  others,  to set up or engage in any  business
enterprise that would compete with Company, except as approved in writing by the
Board  of  Directors.  Company  shall  determine  in good  faith  what  types of
activities compete with it.

Agreement Not to Solicit  Employees.  During employment with and for a period of
one year after termination of employment with Company, Employee will not, either
directly or  indirectly  -acting alone or with any other  person,  firm,  agent,
employee,  officer or  corporation  - solicit  any  current  officer,  director,
employee  or  consultant  of Company to leave  Company or work for any  business
entity in direct or indirect competition with Company.

Agreement Not to Solicit  Customers.  During employment with and for a period of
one year  after  termination  of  employment  with  Company,  Employee  will not
directly  or  indirectly,  either on  Employee's  own behalf or on behalf of any
other  person or entity,  attempt to persuade or solicit any  customer or former
customer  of  Company  with  whom  Employee  had  material  contact  during  his
employment  for the purpose of marketing or selling  products or services  which
compete directly or indirectly with those offered by the Company during the term
of Employee's employment with the Company.


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<PAGE>

Assignment of Proprietary Information and Inventions.

Employee  recognizes  that  Company  is  employed  in a  continuous  program  of
research,  development,  design and production regarding its business.  Employee
understands that as a part of his employment,  Employee is or may be expected to
make  new  contributions  and  inventions  of value to  Company.  Employee  also
understands  that his employment by Company creates a relationship of confidence
and trust  between him and Company with respect to any  information  relating to
the business of Company or learned by him in the context of his employment.

For the  purpose of this  Agreement,  "Invention"  shall be defined to  include,
without  limitation,   any  inventions,   formulae,   techniques,   discoveries,
developments,  designs, contributions,  ideas, improvements,  know-how, negative
know-how, new machines,  manufacturing processes or methods,  original writings,
software  programs,   processes,   uses,  apparatus,   compositions  of  matter,
copyrights,  trademarks,  designs or configurations of any kind,  whether or not
patentable  or  registrable   under  patent,   copyright  or  similar  statutes,
conceived,  made,  learned or reduced to practice by  Employee,  either alone or
jointly with others, or any improvements to any of the above.

With  respect  to  Employee's  prior  activities:  (1)  Employee  has not  made,
conceived  or reduced to  practice  any  Inventions  relating  to the current or
potential  business  of Company or the scope of  Employee's  employment,  either
separately  or jointly  with  others,  which have not been  assigned to Company,
except as provided on Exhibit A attached to this  Agreement (if no entry is made
on Exhibit A, the entry  shall be  "none");  (2)  Employee  has not  brought any
confidential  information  or trade secrets of a former  employer or other third
party  that are not  generally  available  to the  public  unless  Employee  has
obtained  express written  consent of such former  employer or third party,  and
Employee  will not disclose to Company or induce  Company to use any  Invention,
trade secret or confidential information belonging to a former employer or other
third  party;  and (3)  Employee  is not a party to any  other  agreement  which
interferes with Employee's full compliance with the terms of this Agreement.

With respect to Inventions  conceived,  made,  learned or reduced to practice by
Employee,  alone or with others, during Employee's employment by Company,  which
are related to or useful in the current or potential business of Company, result
from the tasks  assigned  by  Employee  by Company or result from the use of any
facilities or equipment of Company:  (1) Employee shall disclose such Inventions
promptly to Company;  (2) such  Inventions  are the sole property of Company and
Employee hereby assigns to Company any rights Employee has or may acquire in any
Inventions; (3) Employee shall assist Company in obtaining patent, copyright and
trademark  protection in all countries;  and (4) Employee shall execute all such
documents and take such further action as may be reasonably requested by Company
to effect the intention of this section.

         Employee  understands  and agrees that no rights are hereby assigned in
any Inventions which qualify fully under the provisions of California Labor Code
Section  2870,  the  terms of which  have  been set  forth on  Exhibit B to this
Agreement.


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<PAGE>

Return of Property.  Employee  acknowledges  that all  documents  and  materials
pertaining to the business of Company or Employee's  employment with Company are
the property of Company,  even if made by Employee.  Upon  termination,  or upon
earlier  request of Company,  Employee will return  immediately all of Company's
property,  including all such  documents and materials in Employee's  possession
and  control,  and all forms of  Confidential  Information,  as well as  address
lists,  keys,  and any other items of value.  Employee  will not allow any third
party to take or use any of the  foregoing.  Employee  agrees  not to remove any
Company  property  from  Company  premises  without  express  permission.   Upon
termination  of his  employment,  Employee:  (1) will  delete  all  Confidential
Information  from any computers  Employee owns;  and (2) will  participate in an
exit  interview,  if  requested  by Company,  for the  purpose of ensuring  that
Company's Confidential Information and customer relationships will not be put at
risk by Employee's subsequent employment.

              Severability.  Except as noted below, should any provision of this
Agreement be declared or  determined by any court of competent  jurisdiction  or
arbitrator to be  unenforceable  or invalid for any reason,  the validity of the
remaining  parts,  terms,  or provisions of this Agreement shall not be affected
thereby and the invalid or  unenforceable  part,  term,  or  provision  shall be
deemed  not to be a part of this  Agreement.  The  covenants  set  forth in this
Agreement are to be reformed  pursuant to Section 14 if held to be  unreasonable
or unenforceable, in whole or in part, and, as written and as reformed, shall be
deemed to be part of this Agreement.

Reformation.  If any  of  the  covenants  or  promises  of  this  Agreement  are
determined by any court of law or equity or arbitrator,  with  jurisdiction over
this  matter,  to be  unreasonable  or  unenforceable,  in whole or in part,  as
written,  Employee hereby consents to and affirmatively requests that said court
or arbitrator, to the extent legally permissible, reform the covenant or promise
so as to be reasonable and enforceable and that said court or arbitrator enforce
the covenant or promise as so reformed.

Injunctive Relief. The Employee understands, acknowledges and agrees that in the
event of a breach or  threatened  breach of any of the  covenants  and  promises
contained in Sections 7 through 12, the Company will suffer  irreparable  injury
for which there is no adequate  remedy at law and the Company will  therefore be
entitled to obtain,  without bond,  injunctive  relief  enjoining said breach or
threatened  breach.  Employee further  acknowledges,  however,  that the Company
shall have the right to seek a remedy at law as well as or in lieu of  equitable
relief in the event of any such breach.

Assignment.  The terms  and  provisions  of this  Agreement  shall  inure to the
benefit of and be binding upon the Company and its successors  and assigns,  and
upon Employee and his heirs and personal representatives.  The term "Company" as
used in this Agreement  shall be deemed to include the successors and assigns of
the original or any subsequent  entity  constituting  the Company as well as any
and all divisions, subsidiaries, or affiliates thereof.


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<PAGE>

Waiver.  The  waiver  by any party to this  Agreement  of a breach of any of the
provisions  of this  Agreement  shall not operate or be construed as a waiver of
any subsequent or simultaneous breach.

Applicable Law. This Agreement has been entered into in and shall be governed by
and  construed  under the laws of the  State of  California,  without  regard to
conflicts of laws principles.

Headings and Captions.  The headings and captions used in this Agreement are for
convenience of reference  only, and shall in no way define,  limit,  expand,  or
otherwise affect the meaning or construction of any provision of this Agreement.

Notice.  Any notice required or permitted to be given pursuant to this Agreement
shall be deemed  sufficiently given when delivered in person, by courier service
in which the party  acknowledges  receipt  in  writing,  or three (3) days after
deposit in the United States mail,  postage prepaid,  for delivery as registered
or  certified  mail  addressed,  in  the  case  of the  Employee,  to him at his
residential address as reflected on the records of the Company,  and in the case
of the Company to the corporate  headquarters  of the Company,  attention of the
Board of Directors,  or to such other address as the Employee or the Company may
designate  in  writing at any time or from time to time to the other  party.  In
lieu of  personal  notice or notice by  deposit  in the US mail,  a party may be
given  notice  by fax or telex or other  similar  electronic  method  so long as
receipt is verified.

ENTIRE AGREEMENT.  THIS AGREEMENT,  ALONG WITH THE STOCK OPTION AWARDS ISSUED TO
EMPLOYEE,  CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE COMPANY AND EMPLOYEE WITH
RESPECT  TO THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  SUPERSEDES  ANY PRIOR
AGREEMENTS  OR  UNDERSTANDINGS  BETWEEN THE COMPANY AND EMPLOYEE WITH RESPECT TO
SUCH SUBJECT  MATTER.  NO AMENDMENT OR WAIVER OF THIS AGREEMENT OR ANY PROVISION
HEREOF SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY THE PARTY TO BE SO BOUND.


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<PAGE>

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                                             COMPANY:

                                             Health Discovery Corporation

                                             /s/ Stephen Barnhill
                                             Title: Stephen Barnhill

                                             EMPLOYEE:

                                             /s/ David Cooper
                                             David Cooper


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