EXHIBIT 4.3(b)

                              AMENDED AND RESTATED
                              --------------------
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                      ------------------------------------

         THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT (this
"Agreement") is made on this 1st day of December, 2003 (the "Grant Date"), by
and between HEALTH DISCOVERY CORPORATION, a Texas corporation (the "Company"),
and JOE FANELLI, a California resident (the "Optionee").

                                    RECITALS:
                                    ---------

         WHEREAS, the Company granted Optionee an option to purchase shares of
the Company's no par value common stock ("Common Stock") pursuant to a
Non-Qualified Stock Option Agreement dated October 30, 2003 (the "Original
Agreement");

         WHEREAS, the parties desire to amend and restate the Original
Agreement;

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:

         28. Grant of Option. The Board of Directors hereby grants Optionee an
option to purchase from the Company a total of one million nine hundred thousand
(1,900,000) shares of Common Stock, at the purchase price of $0.10 per share
(the "Purchase Price"), in accordance with the terms and conditions stated in
this Agreement. The shares of Common Stock subject to the option granted hereby
are referred to below as the "Shares," and the option to purchase such Shares is
referred to below as the "Option." The Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986.

         29. Vesting of Option.

               (a)  The Option shall vest and become exercisable as follows:

               (i)  400,004 shares shall vest on November 1, 2004;

               (ii) 400,000 shares shall vest on November 1, 2005;

              (iii) 400,000 shares shall vest on November 1, 2006;

               (iv) 349,998 shares shall vest in increments of 58,333 shares
                    apiece, each time the Company has, principally through
                    Optionee's efforts, raised $500,000 (whether via the sale of
                    equity securities, the generation of revenue, the receipt of
                    government grants or otherwise, but specifically excluding
                    via the borrowing of money); and

               (v)  349,998 shares shall vest in increments of 58,333 shares
                    apiece, each time the Company has, principally through
                    Optionee's efforts,

<PAGE>
               executed a revenue-generating customer contract.

         The Company shall, in its sole good faith discretion, determine whether
the milestones set forth in subsections (iv) and (v) have been satisfied, and
any such determination by the Company shall be final and binding on the parties.

         (b) Notwithstanding the foregoing, in the event of a Corporate
Reorganization, the Option shall become vested and exercisable in its entirety
concurrent with the closing of such Corporate Reorganization. For purposes of
this Agreement, a "Corporate Reorganization" shall mean any of the following
events: (a) any person (as such term is defined in Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")), group, corporation or
other entity (other than the Company or any subsidiary of the Company),
purchases shares pursuant to a tender offer or exchange offer to acquire any
Common Stock of the Company for cash, securities or any other consideration,
provided that after consummation of the offer, the person, group, corporation or
other entity in question is the beneficial owner (as such term is defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent
(50%) or more of the outstanding Common Stock of the Company; or (b) the
shareholders of the Company approve (i) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of Common Stock would be converted into cash,
securities or other property, or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company.

         (c) Vesting is cumulative, so that Shares as to which the Option has
become vested and exercisable may be purchased pursuant to exercise of the
Option at any subsequent date prior to termination of the Option. The Option may
be exercised at any time and from time to time to purchase up to the number of
Shares as to which it is then vested and exercisable.

     30. Forfeiture Upon Termination of Engagement. If Optionee ceases to serve
as an employee of the Company (a "Termination of Relationship"), any portion of
the Option that is not then vested shall be terminated and immediately
forfeited, and Optionee shall have no rights in such portion of the Option. Any
determination as to whether a Termination of Relationship has occurred shall be
made by the Board of Directors in its good faith discretion.

     31. Termination of Option. Subject to Sections 2 and 3 above, the Option
shall remain exercisable until the earliest to occur of the dates specified
below, upon which date the Option shall terminate:

         (a) The date all of the Shares are purchased pursuant to the terms of
this Agreement;

         (b) At 5:00 P.M., Eastern Standard Time, on the date of Termination of
Relationship for Cause (as defined below);


<PAGE>

         (c) At 5:00 P.M., Eastern Standard Time, on the nine-month anniversary
of a Termination of Relationship for any reason other than Cause;

         (d) At 5:00 P.M., Eastern Standard Time, on the last date specified in
the notice described below in the event of a Corporate Reorganization, except to
the extent that the Option is assumed by the surviving entity or affiliate
thereof in connection with such Corporate Reorganization (provided that in the
event of a Corporate Reorganization, the Company shall send Optionee prior
written notice of the effectiveness of such event and the last day on which
Optionee may exercise the Option); or

         (e) At 5:00 P.M., Eastern Standard Time, on the tenth anniversary of
the Grant Date.

         Upon its termination, the Option shall have no further force or effect
and Optionee shall have no further rights under the Option or to any Shares that
have not been purchased pursuant to prior exercise of the Option.

         As used in this Section 4, "Cause" means any of the following: (i) the
conviction of Optionee of any felony or any crime or act of dishonesty, fraud or
moral turpitude, (ii) the judicial determination of Optionee as civilly liable
for any act of fraud, gross negligence or tortious misconduct involving the
Company, (iii) any act or omission by Optionee which constitutes a material
breach by Optionee of his obligations under any present or future written
agreement of employment between Optionee and the Company (which has not been
cured within 30 days after written notice of such failure from the Company to
Optionee), (iv) use of illegal drugs, drunkenness or other substance abuse by
Optionee, (v) insubordination, gross incompetence or willful misconduct by
Optionee in the performance of his duties under any present or future written
agreement of employment between Optionee and the Company, (vi) at such time as
Optionee is serving as a full-time employee of the Company, excessive
absenteeism (more than 10 days during any twelve-month period) by Optionee not
related to illnesses, sick leave or authorized vacations, or (vii) any other act
or omission by Optionee (other than an act or omission resulting from the
exercise by Optionee of good faith business judgment) which materially impairs
the financial condition or business reputation of the Company or is otherwise
materially detrimental to the Company.

     32. Exercise of Option.

         (a) The Option may be exercised only by (i) Optionee's completion,
execution and delivery to the Company of a notice of exercise and, if required
by the Company, a subscription agreement as supplied by the Company, and (ii)
the payment to the Company, pursuant to the terms of this Agreement, of an
amount equal to the Purchase Price multiplied by the number of Shares being
purchased as specified in Optionee's notice of exercise (which Purchase Price
may be paid to the Company in cash or by Optionee's execution and delivery to
the Company of a promissory note mutually acceptable to the Company and the
Optionee). Optionee must provide notice of exercise of the Option with respect
to no fewer than 100 Shares (or any lesser number of Shares with respect to
which



<PAGE>

the Option is vested and exercisable). Notwithstanding anything to the contrary
in this Agreement, the Option may be exercised only if compliance with all
applicable federal and state securities laws can be effected.

         (b) Upon any exercise of the Option by Optionee or as soon thereafter
as is practicable, the Company shall issue and deliver to Optionee a certificate
or certificates evidencing such number of Shares as Optionee has then elected to
purchase. Such certificate or certificates shall be registered in the name of
Optionee and shall bear any legend required by any federal or state securities
laws.

     33. Shares Reserved. The Company shall at all times from and after the
Grant Date reserve and keep available out of its authorized and unissued Common
Stock, solely for the purpose of providing for the exercise of the rights to
purchase all Shares granted pursuant to this Option, such number of shares of
Common Stock as shall, from time to time, be sufficient therefor. The Company
covenants that all shares of Common Stock issuable upon exercise of this Option,
upon receipt by the Company of the full Purchase Price therefor, shall be
validly issued, fully paid and nonassessable.

     34. Certain Adjustments.

         (a) In case the Company shall at any time after the Grant Date (i)
declare a dividend on the outstanding Common Stock payable in shares of its
capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Purchase
Price, and the number of Shares issuable upon exercise of this Option, in effect
at the time of the record date for such dividend or of the effective date of
such subdivision, combination, or reclassification, shall be proportionately
adjusted so that the Optionee after such time shall be entitled to receive the
aggregate number and kind of shares which, if such Option had been exercised
immediately prior to such time, he would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision, combination, or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.

         (b) Whenever there shall be an adjustment as provided in this Section
7, the Company shall promptly cause written notice thereof to be sent to the
Optionee, which notice shall be accompanied by an officer's certificate setting
forth the number of Shares purchasable upon the exercise of this Option and the
Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment and the computation thereof, which officer's
certificate shall be conclusive evidence of the correctness of any such
adjustment absent manifest error.

         (c) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Option. If any fraction of a share would be issuable on the exercise of this
Option, the Company shall


<PAGE>

purchase such fraction for an amount in cash equal to the same fraction of the
Purchase Price on the date of exercise of this Option.

     35. Adjustments for Corporate Reorganization. If this Option is assumed by
the surviving entity or affiliate thereof in any Corporate Reorganization, and
such Corporate Reorganization is effected in such a way that holders of Common
Stock shall be entitled to receive stock, securities, cash or assets with
respect to or in exchange for Common Stock, then, as a condition of such
Corporate Reorganization, appropriate provision shall be made whereby the holder
of this Option shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions specified in this Option, upon exercise
this Option and in lieu of the Shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such number,
amount and like kind of shares of stock, securities, cash or assets as may be
issued or payable pursuant to the terms of the Corporate Reorganization with
respect to or in exchange for the number of shares of Common Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby as if such shares were outstanding immediately prior to the
Corporate Reorganization, and in any such case appropriate provision shall be
made with respect to the rights and interest of the holders (including, without
limitation, provisions for adjustments of the Purchase Price and of the number
of Shares purchasable and receivable upon the exercise of this Option) to the
end that the provisions hereof shall thereafter be applicable, as nearly as may
be practicable, in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof.

     36. Rights Prior to Exercise. Optionee will have no rights as a shareholder
with respect to the Shares except to the extent that Optionee has exercised the
Option and has been issued and received delivery of a certificate or
certificates evidencing the Shares so purchased.

     37. Relationship with Optionee. Nothing in this Agreement shall be
construed as constituting a commitment, guarantee, agreement or understanding of
any kind or nature that the Company shall employ or engage Optionee, nor shall
this Agreement affect in any way the right of the Company to terminate the
relationship between the Company and the Optionee at any time and for any
reason.

     38. Lock-Up. Optionee hereby agrees that he shall not, without the consent
of the managing underwriter, sell, transfer, pledge, hypothecate or otherwise
transfer or dispose of any Common Stock or other shares of stock of the Company
then owned by Optionee for up to 180 days following the effective date of a
registration statement (other than a registration statement relating to any
employee benefit plan, or with respect to a corporate reorganization or other
transaction under Rule 145 promulgated under the Securities Act of 1933) of the
Company for a public offering. In order to enforce the foregoing covenant, the
Company shall have the right to place restrictive legends on the certificates
representing the shares subject to this Section and to impose stop transfer
instructions with respect to the Common Stock.

     39. Restrictions on Transferability. The Option shall not be transferable
by Optionee otherwise than by will or by the laws of descent and distribution,
and shall be


<PAGE>

exercisable during Optionee's lifetime only by Optionee.

     40. Further Restrictions on Exercise and Sale. Optionee acknowledges and
understands that the Shares subject to this Option is not registered under the
Securities Act of 1933 or under applicable state securities laws. The Option
shall be subject to the requirement that if at any time the Board of Directors
shall determine, in its discretion, that the listing, registration or
qualification of the Shares subject to such Option upon any securities exchange
or under any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the exercise thereof, such Option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The costs of any such
listing, registration, qualification, consent or approval shall be paid by the
Company. Alternatively, the Company shall not permit any exercise of this Option
unless it receives such representations, factual assurances, and legal opinions
as it may deem necessary to determine and document the availability of an
exemption from registration under federal and state securities laws with respect
to any particular issuance of shares under this Agreement. Further, the Board of
Directors shall require that Shares issued in respect of any exercise of this
Option shall bear such restrictions on further transfer as shall be necessary to
insure the availability of any exemption so claimed.

     41. General Provisions.

         (a) This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Texas.

         (b) This Agreement represents the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior written or
oral agreements between the parties with respect to the subject matter hereof
(including the Original Agreement). This Agreement may be modified or amended
only in a writing signed by all parties hereto.

         (c) The rights and obligations of the Company and Optionee hereunder
shall be binding upon, inure to the benefit of and be enforceable against their
respective successors and assigns, legal representatives and heirs. The rights
of Optionee hereunder may be assigned only with the prior written consent of the
Company.

         (d) Either party's failure to enforce any provision or provisions of
this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent the party thereafter from enforcing each
and every other provision of this Agreement. The rights granted the parties
herein are cumulative and shall not constitute a waiver of any party's right to
assert all other legal remedies available to it under the circumstances.

         (e) The Company and Optionee agree, upon request, to execute any
further documents or instruments necessary or desirable to carry out the
purposes or intent of this Agreement.


<PAGE>

                      [Signatures appear on following page]



<PAGE>

         IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement as of the date first above written.

                                    COMPANY:

                                    HEALTH DISCOVERY CORPORATION


                                    By: /s/ Stephen D. Barnhill
                                        --------------------------
                                        Stephen D. Barnhill
                                        Title: Chairman and C.E.O.

                                    OPTIONEE:

                                    /s/ Joe Fanelli
                                    ----------------------------------
                                    Joe Fanelli


<PAGE>
                      NON-QUALIFIED STOCK OPTION AGREEMENT
                      ------------------------------------

         THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made on
this 30th day of October, 2003 (the "Grant Date"), by and between HEALTH
DISCOVERY CORPORATION, a Texas corporation (the "Company"), and JOE FANELLI, a
Georgia resident (the "Optionee").

                                    RECITALS:
                                    ---------

         WHEREAS, the Company desires to grant to Optionee an option to purchase
shares of the Company's no par value common stock ("Common Stock"), and Optionee
desires to accept such grant;

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:

         42. Grant of Option. The Board of Directors hereby grants Optionee an
option to purchase from the Company a total of six hundred thousand (600,000)
shares of Common Stock, at the purchase price of $0.01 per share (the "Purchase
Price"), in accordance with the terms and conditions stated in this Agreement.
The shares of Common Stock subject to the option granted hereby are referred to
below as the "Shares," and the option to purchase such Shares is referred to
below as the "Option." The Option is not intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code of
1986.

         43. Vesting of Option. The Option shall vest and become exercisable on
the Grant Date. The Option may be exercised at any time and from time to time to
purchase up to the number of Shares as to which it is then vested and
exercisable at any subsequent date prior to termination of the Option.

         44. Termination of Option. The Option shall remain exercisable until
the earliest to occur of the dates specified below, upon which date the Option
shall terminate:

             (a) The date all of the Shares are purchased pursuant to the terms
of this Agreement;

             (b) At 5:00 P.M., Eastern Standard Time, on the date Optionee
ceases to serve as an employee of the Company (a "Termination of Relationship")
for Cause (as defined below);

             (c) At 5:00 P.M., Eastern Standard Time, on the nine-month
anniversary of a Termination of Relationship for any reason other than Cause;

             (d) At 5:00 P.M., Eastern Standard Time, on the last date specified
in the notice described below in the event of a Corporate Reorganization (as
defined below), except to the extent that the Option is assumed by the surviving
entity or affiliate thereof in


<PAGE>

connection with such Corporate Reorganization (provided that in the event of a
Corporate Reorganization, the Company shall send Optionee prior written notice
of the effectiveness of such event and the last day on which Optionee may
exercise the Option); or

             (e) At 5:00 P.M., Eastern Standard Time, on the tenth (10th)
anniversary of the Grant Date.

         Upon its termination, the Option shall have no further force or effect
and Optionee shall have no further rights under the Option or to any Shares that
have not been purchased pursuant to prior exercise of the Option.

         As used in this Section 3, "Cause" means any of the following: (i) the
conviction of Optionee of any felony or any crime or act of dishonesty, fraud or
moral turpitude; (ii) the judicial determination of Optionee as civilly liable
for any act of fraud, gross negligence or tortious misconduct involving the
Company; (iii) any act or omission by Optionee which constitutes a material
breach by Optionee of his obligations under any present or future written
agreement of employment between Optionee and the Company (which has not been
cured within 30 days after written notice of such failure from the Company to
Optionee); (iv) use of illegal drugs, drunkenness or other substance abuse by
Optionee; (v) insubordination, gross incompetence or willful misconduct by
Optionee in the performance of his duties under any present or future written
agreement of employment between Optionee and the Company; (vi) excessive
absenteeism (more than 10 days during any twelve-month period) by Optionee not
related to illnesses, sick leave or authorized vacations; or (vii) any other act
or omission by Optionee (other than an act or omission resulting from the
exercise by Optionee of good faith business judgment) which materially impairs
the financial condition or business reputation of the Company or is otherwise
materially detrimental to the Company. Any determination as to whether a
Termination of Relationship has occurred shall be made by the Board of Directors
in its good faith discretion

         For purposes of this Agreement, a "Corporate Reorganization" shall mean
any of the following events: (a) any person (as such term is defined in Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), group,
corporation or other entity (other than the Company or any subsidiary of the
Company), purchases shares pursuant to a tender offer or exchange offer to
acquire any Common Stock of the Company for cash, securities or any other
consideration, provided that after consummation of the offer, the person, group,
corporation or other entity in question is the beneficial owner (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty
percent (50%) or more of the outstanding Common Stock of the Company; or (b) the
shareholders of the Company approve (i) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of Common Stock would be converted into cash,
securities or other property, or (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company

         45. Exercise of Option.


<PAGE>

             (a) The Option may be exercised only by (i) Optionee's completion,
execution and delivery to the Company of a notice of exercise and, if required
by the Company, a subscription agreement as supplied by the Company, and (ii)
the payment to the Company, pursuant to the terms of this Agreement, of an
amount equal to the Purchase Price multiplied by the number of Shares being
purchased as specified in Optionee's notice of exercise (which Purchase Price
may be paid to the Company in cash or by Optionee's execution and delivery to
the Company of a promissory note mutually acceptable to the Company and the
Optionee). Optionee must provide notice of exercise of the Option with respect
to no fewer than 100 Shares (or any lesser number of Shares with respect to
which the Option is vested and exercisable). Notwithstanding anything to the
contrary in this Agreement, the Option may be exercised only if compliance with
all applicable federal and state securities laws can be effected.

             (b) Upon any exercise of the Option by Optionee or as soon
thereafter as is practicable, the Company shall issue and deliver to Optionee a
certificate or certificates evidencing such number of Shares as Optionee has
then elected to purchase. Such certificate or certificates shall be registered
in the name of Optionee and shall bear any legend required by any federal or
state securities laws.

         46. Shares Reserved. The Company shall at all times from and after the
Grant Date reserve and keep available out of its authorized and unissued Common
Stock, solely for the purpose of providing for the exercise of the rights to
purchase all Shares granted pursuant to this Option, such number of shares of
Common Stock as shall, from time to time, be sufficient therefor. The Company
covenants that all shares of Common Stock issuable upon exercise of this Option,
upon receipt by the Company of the full Purchase Price therefor, shall be
validly issued, fully paid and nonassessable.

         47. Certain Adjustments.

             (a) In case the Company shall at any time after the Grant Date (i)
declare a dividend on the outstanding Common Stock payable in shares of its
capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Purchase
Price, and the number of Shares issuable upon exercise of this Option, in effect
at the time of the record date for such dividend or of the effective date of
such subdivision, combination, or reclassification, shall be proportionately
adjusted so that the Optionee after such time shall be entitled to receive the
aggregate number and kind of shares which, if such Option had been exercised
immediately prior to such time, he would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision, combination, or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.

             (b) Whenever there shall be an adjustment as provided in this
Section 6, the


<PAGE>

Company shall promptly cause written notice thereof to be sent to the Optionee,
which notice shall be accompanied by an officer's certificate setting forth the
number of Shares purchasable upon the exercise of this Option and the Purchase
Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment and the computation thereof, which officer's
certificate shall be conclusive evidence of the correctness of any such
adjustment absent manifest error.

             (c) The Company shall not be required to issue fractions of shares
of Common Stock or other capital stock of the Company upon the exercise of this
Option. If any fraction of a share would be issuable on the exercise of this
Option, the Company shall purchase such fraction for an amount in cash equal to
the same fraction of the Purchase Price on the date of exercise of this Option.

         48. Adjustments for Corporate Reorganization. If this Option is assumed
by the surviving entity or affiliate thereof in any Corporate Reorganization,
and such Corporate Reorganization is effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities, cash or assets with
respect to or in exchange for Common Stock, then, as a condition of such
Corporate Reorganization, appropriate provision shall be made whereby the holder
of this Option shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions specified in this Option, upon exercise
this Option and in lieu of the Shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such number,
amount and like kind of shares of stock, securities, cash or assets as may be
issued or payable pursuant to the terms of the Corporate Reorganization with
respect to or in exchange for the number of shares of Common Stock immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby as if such shares were outstanding immediately prior to the
Corporate Reorganization, and in any such case appropriate provision shall be
made with respect to the rights and interest of the holders (including, without
limitation, provisions for adjustments of the Purchase Price and of the number
of Shares purchasable and receivable upon the exercise of this Option) to the
end that the provisions hereof shall thereafter be applicable, as nearly as may
be practicable, in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof.

         49. Rights Prior to Exercise. Optionee will have no rights as a
shareholder with respect to the Shares except to the extent that Optionee has
exercised the Option and has been issued and received delivery of a certificate
or certificates evidencing the Shares so purchased.

         50. Relationship with Optionee. Nothing in this Agreement shall be
construed as constituting a commitment, guarantee, agreement or understanding of
any kind or nature that the Company shall employ or engage Optionee, nor shall
this Agreement affect in any way the right of the Company to terminate the
relationship between the Company and the Optionee at any time and for any
reason.

         51. Lock-Up. Optionee hereby agrees that he shall not, without the
consent of the managing underwriter, sell, transfer, pledge, hypothecate or
otherwise transfer or dispose


<PAGE>

of any Common Stock or other shares of stock of the Company then owned by
Optionee for up to 180 days following the effective date of a registration
statement (other than a registration statement relating to any employee benefit
plan, or with respect to a corporate reorganization or other transaction under
Rule 145 promulgated under the Securities Act of 1933) of the Company for a
public offering. In order to enforce the foregoing covenant, the Company shall
have the right to place restrictive legends on the certificates representing the
shares subject to this Section and to impose stop transfer instructions with
respect to the Common Stock.

         52. Restrictions on Transferability. The Option shall not be
transferable by Optionee otherwise than by will or by the laws of descent and
distribution, and shall be exercisable during Optionee's lifetime only by
Optionee.

         53. Further Restrictions on Exercise and Sale. Optionee acknowledges
and understands that the Shares subject to this Option is not registered under
the Securities Act of 1933 or under applicable state securities laws. The Option
shall be subject to the requirement that if at any time the Board of Directors
shall determine, in its discretion, that the listing, registration or
qualification of the Shares subject to such Option upon any securities exchange
or under any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the exercise thereof, such Option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The costs of any such
listing, registration, qualification, consent or approval shall be paid by the
Company. Alternatively, the Company shall not permit any exercise of this Option
unless it receives such representations, factual assurances, and legal opinions
as it may deem necessary to determine and document the availability of an
exemption from registration under federal and state securities laws with respect
to any particular issuance of shares under this Agreement. Further, the Board of
Directors shall require that Shares issued in respect of any exercise of this
Option shall bear such restrictions on further transfer as shall be necessary to
insure the availability of any exemption so claimed.

         54. General Provisions.

             (a) This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Texas.

             (b) This Agreement represents the entire agreement between the
parties with respect to the subject matter hereof and may be modified or amended
only in a writing signed by all parties hereto.

             (c) The rights and obligations of the Company and Optionee
hereunder shall be binding upon, inure to the benefit of and be enforceable
against their respective successors and assigns, legal representatives and
heirs. The rights of Optionee hereunder may be assigned only with the prior
written consent of the Company.

             (d) Either party's failure to enforce any provision or provisions
of this


<PAGE>

Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent the party thereafter from enforcing each
and every other provision of this Agreement. The rights granted the parties
herein are cumulative and shall not constitute a waiver of any party's right to
assert all other legal remedies available to it under the circumstances.

             (e) The Company and Optionee agree, upon request, to execute any
further documents or instruments necessary or desirable to carry out the
purposes or intent of this Agreement.

                      [Signatures appear on following page]



<PAGE>

         IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement as of the date first above written.

                                          COMPANY:

                                          HEALTH DISCOVERY CORPORATION


                                          By: /s/ Stephen D. Barnhill
                                          --------------------------------
                                          Title: Chairman and C.E.O.

                                          OPTIONEE:

                                         /s/ Joe Fanelli
                                         -----------------------------------
                                         Joe Fanelli