Exhibit 10.6

                          SECURITIES PURCHASE AGREEMENT

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

         WHEREAS,  the Company and the Purchaser  are  executing and  delivering
this  Agreement in reliance  upon the  exemption  from  securities  registration
afforded by Rule 506 under  Regulation  D as  promulgated  by the United  States
Securities and Exchange  Commission (the "Commission") under Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"); and

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

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

                                PURCHASE AND SALE

         Purchase and Sale.

         Subject to the terms and conditions set forth herein, the Company shall
issue and sell to the  Purchaser,  and the  Purchaser  shall  purchase  from the
Company,  _________  shares  of  Common  Stock  (the  "Shares"),  and a  Warrant
exercisable into __________ shares of Common Stock. The aggregate purchase price
for the Shares and the Warrant  purchased by the Purchaser  shall be $__________
(the "Purchase Price").

         Closing.

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

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

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

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


                                      E-33
<PAGE>

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

                           a  certificate  evidencing   the  Shares,  registered
in the books and  records  of the  Company in the name of the  Purchaser  or the
Purchaser's nominee, and

                           a Warrant  representing  the   Purchaser's   right to
acquire  shares of Common  Stock,  registered  in the books and  records  of the
Company in the name of the Purchaser or the Purchaser's nominee.

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

                         REPRESENTATIONS AND WARRANTIES

      Representations and Warranties of the Company.  The Company represents and
warrants to the Purchaser  that, to its knowledge,  the statements  contained in
this Section 2.1 are true, correct and complete, in all material respects, as of
the  date of this  Agreement,  and will be true  correct  and  complete,  in all
material respects, as of the Closing Date.

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

                                      E-34
<PAGE>

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

                  Capitalization.  As of the date of this Agreement,  except for
equity  securities  issued  or to be  issued in  connection  with the  Company's
warrant funding activities, the authorized capital stock of the Company consists
of 200,000,000 shares of Common Stock, of which 63,576,127 shares are issued and
outstanding and options to acquire  8,600,000  shares have been granted.  All of
such  outstanding  shares of capital  stock have been, or upon issuance will be,
validly authorized and issued,  fully paid and  nonassessable.  No securities of
the Company are  entitled to  preemptive  or similar  rights,  and no Person (as
hereinafter defined) has any right of first refusal,  preemptive right, right of
participation,   or  any  similar  right  to  participate  in  the  transactions
contemplated  by this  Agreement.  The  issuance  and sale of the Shares and the
Warrant  will not  obligate the Company to issue shares of Common Stock or other
securities  to any Person  (other than the  Purchaser)  and will not result in a
right of any holder of Company  securities to adjust the  exercise,  conversion,
exchange or reset price under such securities.


                                      E-35
<PAGE>

                  Authorization and Validity; Issuance of Shares. The Shares and
the shares of Common Stock  issuable  upon exercise of the Warrant (the "Warrant
Shares") are and will at all times hereafter  continue to be duly authorized and
reserved  for issuance  and,  when issued and paid for in  accordance  with this
Agreement, will be validly issued, fully paid and non-assessable, free and clear
of all liens.

                  No Conflicts. The execution,  delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  do not and  will  not (i)  conflict  with or  violate  any
provision  of the  Articles  of  Incorporation,  Bylaws or other  organizational
documents of the Company,  (ii) subject to obtaining the consents referred to in
Section  2.1(f),  conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture, patent, patent license or instrument to which the Company
is a party  or by  which  any  property  or  asset  of the  Company  is bound or
affected,  except where such conflict or violation has not resulted or would not
reasonably  be  expected  to  result,  individually  or in the  aggregate,  in a
Material  Adverse  Effect,  or (iii)  result in a  violation  of any law,  rule,
regulation,  order,  judgment,  injunction,  decree or other  restriction of any
court or governmental  authority to which the Company is subject or by which any
material  property or asset of the Company is bound,  except where such conflict
has not resulted or would not reasonably be expected to result,  individually or
in the aggregate, in a Material Adverse Effect.

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


                                      E-36
<PAGE>

                  Litigation;  Proceedings.  Except as specifically set forth on
in the SEC Documents  (hereinafter  defined) there is no action, suit, notice of
violation,   proceeding  or  investigation  pending  or  threatened  against  or
affecting  the  Company or any of its  subsidiaries  or any of their  respective
properties  before or by any court,  governmental  or  administrative  agency or
regulatory authority (collectively,  an "Action") which (i) adversely affects or
challenges the legality, validity or enforceability of any of this Agreement, or
(ii) would reasonably be expected to,  individually or in the aggregate,  have a
Material  Adverse  Effect.  Neither  the  Company,  nor any  officer or director
thereof,  is or has been,  for the last three  years,  the subject of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary  duty.  There has not been,  and there is
not pending or contemplated,  any investigation by the Commission  involving the
Company or any current or former  director that was a director of the Company at
any time during the last three years or officer of the Company.  The  Commission
has not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any subsidiary under the Exchange
Act of 1934, as amended (the "Exchange Act") or the Securities Act.

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

                  Private  Offering.  The Company and all Persons  acting on its
behalf have not made and will not make, directly or indirectly,  offers or sales
of any securities or solicit any offers to buy any security under  circumstances
that  would  require  registration  of the  Common  Stock or the  Warrant or the
issuance of such securities  under the Securities  Act.  Subject to the accuracy
and  completeness  of  the  representations  and  warranties  of  the  Purchaser
contained  in Section  2.2,  the offer,  sale and issuance by the Company to the
Purchaser of the Shares and the Warrant and the  issuance of the Warrant  Shares
is exempt from the registration requirements of the Securities Act.


                                      E-37
<PAGE>

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

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


                                      E-38
<PAGE>

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

                  Registration  Rights. The Company has not granted or agreed to
grant to any Person any rights (including  "piggy-back"  registration rights) to
have any securities of the Company  registered  with the Commission or any other
governmental authority that have not been satisfied.

                  Broker's  Fees.  The Purchaser  shall have no obligation  with
respect to any fees or with  respect to any claims made by or on behalf of other
Persons for fees of a type  contemplated  in this Section 2.1(n) that may be due
in connection with the transactions contemplated by this Agreement.

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

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

                  Organization; Authority. The Purchaser is either an individual
residing in the state as set forth on the signature page of this Agreement, or a
corporation,  limited  liability  company or limited  partnership  duly  formed,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation or formation with the requisite power and authority,  corporate or
otherwise, to enter into and to consummate the transactions contemplated by this
Agreement  and to carry  out the  obligations  hereunder.  The  purchase  by the
Purchaser of the Shares and the Warrant  hereunder  has been duly  authorized by
all necessary action on the part of the Purchaser.  This Agreement has been duly
executed and delivered by the Purchaser  and  constitutes  the valid and legally
binding  obligation  of the  Purchaser,  enforceable  against the  Purchaser  in
accordance  with  its  terms,  subject  to  bankruptcy,  insolvency,  fraudulent
transfer,  reorganization,  moratorium and similar laws of general applicability
relating to or affecting  creditors' rights generally and to general  principles
of equity and except  that rights to  indemnification  and  contribution  may be
limited by federal or state securities laws or public policy relating thereto.


                                      E-39
<PAGE>

                  Investment  Intent.  The Purchaser is acquiring the Shares and
the  Warrant  for  its  own  account  and  not  with a  present  view  to or for
distributing  or reselling the Shares,  the Warrant or the Warrant Shares or any
part  thereof or  interest  therein in  violation  of the  Securities  Act.  The
Purchaser is acquiring the Shares or Warrant or Warrant Shares  hereunder in the
ordinary  course of its business.  The Purchaser  does not have any agreement or
understanding,  directly or indirectly, with any Person to distribute any of the
Shares.  The Company will not have any  obligation to recognize  the  ownership,
beneficial or otherwise,  of the Shares,  Warrant or Warrant Shares by anyone by
the Purchaser.

                  Purchaser  Status.  At the time the  Purchaser was offered the
Shares and the Warrant, and at the Closing Date and date the Purchaser exercises
the Warrant:

                           the Purchaser (1) has an  individual  net  worth,  or
joint net worth with that person's spouse, in the excess of $1,000,000,  (2) had
an individual  income in excess of $200,000 in each of the two most recent years
or joint income with that person's spouse in excess of $300,000 in each of those
years,  and has a  reasonable  expectation  of reaching the same income level in
this year,  (3) is a trust with total assets in excess of $5,000,000  not formed
for the specific purpose of acquiring the Shares,  Warrant or Warrant Shares and
the purchase is directed by an individual  who has such knowledge and experience
in financial and business  matters that he or she is capable of  evaluating  the
merits and risks of an investment in the Shares,  Warrant or Warrant Shares,  or
(4) is an entity in which all equity owners satisfy one of the  requirements set
forth in subsection (1) through (3);


                                      E-40
<PAGE>

                           the Purchaser,  either alone  or  together  with  its
representatives, had and will have such knowledge, sophistication and experience
in business and financial  matters so as to be capable of evaluating  the merits
and risks of the  prospective  investment  in the  Shares,  the  Warrant and the
Warrant Shares; and

                           the Purchaser is not a registered broker-dealer under
Section 15 of the Exchange Act.

                  Residence.  The  Purchaser is a resident of the state shown on
the signature page of this Agreement.

                  Risk. The Purchaser has carefully reviewed and understands the
risks of, and other  considerations  relating to, the purchase of the Shares and
Warrant,  and an investment in the Company.  The Purchaser has adequate means of
providing  for its current  needs and  possible  future  contingencies,  and the
Purchaser has no need, and  anticipates no need in the  foreseeable  future,  to
sell or otherwise  transfer the Shares and Warrant Shares. The Purchaser is able
to bear  the  economic  risks  of this  investment  and,  consequently,  without
limiting the  generality  of the  foregoing,  the  Purchaser is able to hold the
Shares and Warrant  Shares for an indefinite  period of time and has  sufficient
net worth to sustain a loss of its entire investment in the Company if such loss
should occur. The Purchaser  understands that each of the Stock, Warrant and the
Warrant Shares is a highly speculative investment,  which involves a high degree
of risk of loss of the Purchaser's entire investment therein.

                  Reliance.  The Purchaser understands and acknowledges that (i)
the Shares, the Warrant and the Warrant Shares are being offered and sold to the
Purchaser without  registration  under the Securities Act in a private placement
that is exempt from the  registration  provisions  of the  Securities  Act under
Section 4(2) of the Securities Act or Regulation D promulgated  thereunder,  and
(ii) the availability of such exemption depends in part on, and the Company will
rely upon the accuracy and  truthfulness  of, the  representations  set forth in
this Section 2.2, including,  without limitation, the accredited investor status
and the investment intent of the Purchaser, and the Purchaser hereby consents to
such reliance.

                  Information. The Purchaser and its advisors, if any, have been
furnished with all materials  relating to the business,  finances and operations
of the  Company and  materials  relating to the offer and sale of the Shares and
the Warrant  which have been  requested by the  Purchaser or its  advisors.  The
Purchaser and its advisors,  if any, have been afforded the  opportunity  to ask
questions of the Company and receive answers concerning the terms and conditions
of the  offering  and  obtain  any  additional  information,  which the  Company
possesses  or can  acquire  without  unreasonable  effort  or  expense,  that is
necessary to verify the accuracy of any representations or information set forth
in any  such  material.  Neither  such  inquiries  nor any  other  investigation
conducted  by or on behalf of the  Purchaser or its  representatives  or counsel
shall  modify,  amend or  affect  the  Purchaser's  right to rely on the  truth,
accuracy  and  completeness  of the  Company's  representations  and  warranties
contained in this  Agreement.  Representatives  of the Company  have  adequately
answered  all  inquiries  that the  Purchaser  has made of them  concerning  the
Company or any other  matters  relating to the operation of the Company and sale
of the Shares and Warrant.


                                      E-41
<PAGE>

                  Taxes.  The  Purchaser  is  aware  that  the  Company  and its
representatives  assume  no  responsibility  for  the  tax  consequences  to the
Purchaser of any investment in the Company.

                  No Representation  or Promise.  No one has ever represented or
promised expressly or by implication,  any of the following: (i) the approximate
or exact  length of time that  Purchaser  will be required to remain as owner of
the  Shares  or  Warrant  Shares,  (ii) the  amount or type of  profit,  or loss
(including  tax  write-offs  and/or tax  benefits) to be realized,  if any, as a
result of the  Purchaser's  investment,  or (iii) that the past  performance  or
experience of the officers or directors of the Company or any  affiliate,  their
associates, agents, or employees or of any other person gives any assurance that
the Company will be a success.

                  Offering Literature;  No Advertisement.  The Purchaser has not
been  furnished any offering  literature  other than, and has relied only on the
information  contained  in,  (i) the  Private  Placement  Memorandum,  (ii)  the
Company's  public SEC Documents,  and (iii) this Stock Purchase  Agreement.  The
Purchaser is not purchasing the Shares and Warrant as a result of, or subsequent
to, any advertisement,  article,  notice or other communication published in any
newspaper,  magazine or similar media or broadcast  over  television or radio or
presented at any seminar or meeting in which representatives of the Company were
in attendance.

                  Governmental Review. The Purchaser  understands that no United
States federal or state agency or any other  government or  governmental  agency
has passed upon or made any recommendation or endorsement of the Common Stock or
the Warrant.


                                      E-42
<PAGE>

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

                                OTHER AGREEMENTS

         Transfer Restrictions.

                  a. Disposal.  If the Purchaser should decide to dispose of the
Shares, the Warrant, or the Warrant Shares held by it, the Purchaser understands
and agrees  that it may do so (1) only  pursuant  to an  effective  registration
statement under the Securities Act, (2) pursuant to an available  exemption from
the  registration  requirements  of  the  Securities  Act,  including  Rule  144
promulgated under the Securities Act ("Rule 144"), or (3) to an affiliate of the
Purchaser.  In connection with any transfer of any Common Stock,  the Warrant or
Warrant Shares other than pursuant to an effective registration statement,  Rule
144, to the Company or to an affiliate of the Purchaser, the Company may require
the  transferor  thereof to provide to the Company a written  opinion of counsel
experienced  in the  area of  United  States  securities  laws  selected  by the
transferor,  the form and  substance of which  opinion  shall be  customary  for
opinions of counsel in comparable  transactions and reasonably acceptable to the
Company, to the effect that such transfer does not require  registration of such
transferred securities under the Securities Act; provided,  however, that if the
Shares,  the Warrant,  or Warrant Shares may be sold pursuant to Rule 144(k), no
written opinion of counsel shall be required from the Purchaser if the Purchaser
provides  reasonable  assurances that such security can be sold pursuant to Rule
144(k). Notwithstanding the foregoing, the Company hereby consents to and agrees
to register  any transfer by the  Purchaser  to an  affiliate of the  Purchaser,
provided that the transferee  certifies to the Company that it is an "accredited
investor"  as  defined  in Rule  501(a)  under  the  Securities  Act.  Any  such
transferee shall agree in writing to be bound by the terms of this Agreement and
shall have the rights of the Purchaser under this  Agreement.  The Company shall
not require an opinion of counsel in connection with the transfer of the Shares,
the Warrant or the Warrant Shares to an affiliate of the Purchaser.

                  b. Legend. The Purchaser agrees to the imprinting,  so long as
is required by this Section 3.1(b),  of the following legend on the Shares,  the
Warrant and the Warrant Shares:


                                      E-43
<PAGE>

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

Neither the Shares, the Warrant, nor the Warrant Shares shall contain the legend
set  forth  above (i) if, in the  written  opinion  of  counsel  to the  Company
experienced  in the area of United States  securities  laws,  such legend is not
required under  applicable  requirements  of the Securities Act, or (iii) if the
Shares,  the Warrant or the Warrant  Shares may be sold pursuant to Rule 144(k).
The Company  agrees that it will provide the  Purchaser,  upon  request,  with a
certificate or certificates  representing the Shares, the Warrant or the Warrant
Shares,  free from such legend at such time as such legend is no longer required
hereunder.  If such  certificate or certificates had previously been issued with
such a legend,  the Company  shall,  upon  request and upon the  delivery of the
legended  certificate(s),  reissue such certificate or certificates free of such
legend.

         Reservation of Warrant  Shares.  The Company shall reserve a sufficient
number of shares of its authorized but unissued  Common Stock to provide for the
full  conversion  of the Warrant.  If at any time the number of shares of Common
Stock  authorized and reserved for issuance is  insufficient to cover the number
of Warrant  Shares  issuable upon exercise of the Warrant (based on the Exercise
Price (as  defined in the  Warrant)  of the Warrant in effect from time to time)
without  regard to any  limitation on exercises,  the Company will promptly take
all corporate  action  necessary to authorize and reserve such number of shares,
including  calling a special  meeting of  shareholders  to authorize  additional
shares, if necessary,  and using its best efforts to obtain stockholder approval
of an increase in the number of authorized shares.

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

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


                                      E-44
<PAGE>

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

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

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

                                   CONDITIONS

         Closing.

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

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

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

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


                                      E-45
<PAGE>

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

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

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

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

                            (iv)  all   Required   Approvals   shall  have  been
obtained; and

                            (v) the Company  shall have duly reserved the number
of shares of Common  Stock and the number or Warrant  Shares  issuable  upon the
exercise of the Warrant acquired by the Purchaser on the Closing Date.

                                 INDEMNIFICATION

         Indemnification.

                  By the  Company.  The  Company  will  indemnify  and  hold the
Purchaser harmless from any and all losses,  liabilities,  obligations,  claims,
contingencies,  damages,  costs and expenses,  including all judgments,  amounts
paid in  settlements,  court costs and reasonable  attorneys'  fees and costs of
investigation  that the Purchaser may suffer or incur as a result of or relating
to any  misrepresentation,  breach or  inaccuracy,  or any allegation by a third
party that,  if true,  would  constitute a breach or  inaccuracy,  of any of the
representations, warranties, covenants or agreements made by the Company in this
Agreement;  provided, however, that any and all payments, in the aggregate, made
or due by the Company as a result of the  obligations  of this Section 5.1 shall
be limited  to,  and in no case shall  exceed,  the  Purchase  Price paid by the
Purchaser, as stated in Section 1.1 herein.

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


                                      E-46
<PAGE>

                                  MISCELLANEOUS

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

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

     If to the Company:                 With a Copy to:

         Health Discovery Corporation     Powell, Goldstein, Frazer & Murphy LLP
         1116 South Old Temple Road       191 Peachtree Street, 16th Floor
         Lorena, Texas 76655              Atlanta, Georgia 30303
         Attn: Robert S. Braswell IV      Attn:  Todd Wade, Esq.
         Facsimile: (254) 744-9310        Facsimile:  (404) 572-6999

     If to the Purchaser:

         To the address listed on the signature
         page of this Agreement

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval,  declaration or other communication hereunder shall be deemed
to have  been  duly  given  and  effective  on the  earliest  of (a) the date of
transmission,  if such notice or  communication is delivered via facsimile prior
to 6:30 p.m.  (New York City time) on a business  day, (b) the next business day
after the date of transmission, if such notice or communication is delivered via
facsimile on a day that is not a business day or later than 6:30 p.m.  (New York
City time) on any  business  day, (c) the  business  day  following  the date of
mailing, if sent by a U.S. nationally  recognized  overnight courier service, or
(d) upon  actual  receipt  by the party to whom such  notice is  required  to be
given. As used herein, a "business day" means any day except Saturday, Sunday or
a day which is a federal legal holiday or a day on which banking institutions in
the State of New York are  authorized  or required by law or other  governmental
action to close.


                                      E-47
<PAGE>

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

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

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

         Governing  Law;  Waiver of Jury Trial.  All  questions  concerning  the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by and construed  and enforced in accordance  with the internal laws
of the State of Georgia,  without  regard to the  principles of conflicts of law
thereof. Each party agrees that all proceedings  concerning the interpretations,
enforcement  and  defense of the  transactions  contemplated  by this  Agreement
(whether brought against a party hereto or its respective affiliates, directors,
officers,  shareholders,  employees or agents)  (each a  "Proceeding")  shall be
commenced  exclusively  in the state and federal  courts sitting in the Atlanta,
Georgia.   Each  party  hereto  hereby  irrevocably  submits  to  the  exclusive
jurisdiction of the state and federal courts sitting in the Atlanta, Georgia for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and  agrees not to assert in any  Proceeding,  any claim that it is not
personally  subject to the jurisdiction of any such court,  that such Proceeding
is improper.  Each party hereto hereby  irrevocably  waives personal  service of
process and consents to process being served in any such Proceeding by mailing a
copy thereof via  registered  or  certified  mail or  overnight  delivery  (with
evidence of  delivery)  to such party at the address in effect for notices to it
under this  Agreement  and agrees that such service  shall  constitute  good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.  Each party hereto  hereby  irrevocably  waives,  to the fullest  extent
permitted  by  applicable  law,  any and all right to trial by jury in any legal
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated  hereby. If either party shall commence a Proceeding to enforce any
provisions of this Agreement, then the prevailing party in such Proceeding shall
be  reimbursed  by the other  party for its  attorneys  fees and other costs and
expenses  incurred with the  investigation,  preparation and prosecution of such
Proceeding.


                                      E-48
<PAGE>

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

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

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

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

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

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

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


                                      E-49
<PAGE>

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

                                   HEALTH DISCOVERY CORPORATION

                                   By:
                                         --------------------------------------
                                         Robert S. Braswell IV
                                         Chief Administrative Officer, Secretary
                                         and Treasurer

                                   Date:  ______________________, 2004

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

                                   PURCHASER

                                   ___________________________________

                                   Name:______________________________

                                   Date: _________________________, 2004


                                   Address:

                                   ___________________________________

                                   ___________________________________

                                   ___________________________________


                                   Resident of the State of __________


                                      E-50