Exhibit 10.7

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 PURSUANT TO
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.

                                __________, 2004
_____________  shares                                        Warrant No. _______

                          HEALTH DISCOVERY CORPORATION
                             STOCK PURCHASE WARRANT

         THIS IS TO CERTIFY THAT  _____________________  (the "Holder"),  or its
permitted  assigns,  is entitled,  at any time prior to the Expiration  Date (as
hereinafter  defined),  to purchase from HEALTH DISCOVERY  CORPORATION,  a Texas
corporation (the "Company") (the Company and the Holder are hereinafter referred
to  collectively as the "Parties" and  individually as a "Party"),  ____________
shares of Common  Stock (as  hereinafter  defined and subject to  adjustment  as
provided herein) at a purchase price of $0.35 per share (as adjusted as provided
herein,  the "Current Warrant Price"),  on the terms and conditions and pursuant
to the provisions hereinafter set forth.

1.       DEFINITIONS

         As used in this  Warrant,  the  following  terms  have  the  respective
meanings set forth below:

         "Additional  Shares of Common  Stock"  shall  mean all shares of Common
Stock issued by the Company after the Closing, other than Warrant Stock.

         "Business Day" shall mean any day that is not a Saturday or Sunday or a
day on which banks are  required or  permitted  to be closed in the State of New
York.

         "Closing  Date"  shall  have the  meaning  set  forth  in the  Purchase
Agreement.

         "Commission"  shall mean the Securities and Exchange  Commission or any
other federal  agency then  administering  the  Securities Act and other federal
securities laws.

         "Common   Stock"  shall  mean  (except  where  the  context   otherwise
indicates) the common stock,  no par value, of the Company as constituted on the
Closing Date,  and any capital stock into which such Common Stock may thereafter
be changed, and shall also include (i) capital stock of the Company of any other
class (regardless of how denominated)  issued to the holders of shares of Common
Stock  upon any  reclassification  thereof  which is also  not  preferred  as to
dividends  or assets  over any other  class of stock of the Company and which is
not subject to  redemption,  and (ii) shares of common stock of any successor or
acquiring  corporation (as defined in Section 4.4) received by or distributed to
the holders of Common Stock of the Company in the circumstances  contemplated by
Section 4.4.


                                      E-51
<PAGE>

         "Convertible  Securities" shall mean evidences of indebtedness,  shares
of stock or other securities which are convertible into or exchangeable, with or
without payment of additional  consideration in cash or property, for Additional
Shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.

         "Current  Market  Price" shall mean,  in respect of any share of Common
Stock on any date herein  specified (i) the average of the last reported closing
bid  and  asked  prices  on  such  day on the  Over-the-Counter  Bulletin  Board
("OTCBB"),  (ii) if not listed on the OTCBB, the closing sales price on such day
on the principal  stock exchange or quotation  system on which such Common Stock
is listed or admitted  to  trading,  (iii) if no sale takes place on such day on
the OTCBB or any such exchange, the average of the last reported closing bid and
asked prices on such day in the  over-the-counter  market,  or the closing sales
price on such day on any such  exchange or quotation  system on which the Common
Stock id listed or  admitted  for  trading,  or (iv) if the Common  Stock is not
listed  or  admitted  for  trading  on in  the  over-the-counter  market  or any
exchange,  then as  reasonably  determined  by the  Board  of  Directors  of the
Company.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar Federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

         "Exercise  Period"  shall mean the period  during which this Warrant is
exercisable pursuant to Section 2.1.

         "Expiration Date" shall mean February 1, 2007.

         "Outstanding"  shall mean, when used with reference to Common Stock, at
any date as of which the  number  of shares  thereof  is to be  determined,  all
issued  shares of Common  Stock,  except shares then owned or held by or for the
account of the Company or any subsidiary thereof.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
limited liability company, joint venture,  trust,  unincorporated  organization,
association,  corporation,  institution,  public benefit corporation,  entity or
government  (whether  federal,  state,  county,  city,  municipal or  otherwise,
including,  without limitation,  any instrumentality,  division, agency, body or
department thereof).

         "Purchase Agreement" shall mean the Securities Purchase Agreement dated
as of the date hereof by and between the Company and the Holder.

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar  federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Trading  Day(s)"  shall  mean any day on which the  primary  market on
which such shares of Common Stock are listed is open for trading.

         "Warrants"  shall  mean  this  Warrant  and all  warrants  issued  upon
transfer,  division or combination of, or in substitution for, any thereof.  All
Warrants  shall at all times be identical as to terms and  conditions  and date,
except  as to the  number of  shares  of  Common  Stock  for  which  they may be
exercised.

         "Warrant  Price" shall mean an amount equal to (i) the number of shares
of Common  Stock  being  purchased  upon  exercise of this  Warrant  pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.


                                      E-52
<PAGE>

         "Warrant  Stock" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.

2.       EXERCISE OF WARRANT

         2.1. Manner of Exercise.  (a) From and after the Closing Date and until
6:30 P.M., New York time, on the  Expiration  Date, the Holder may exercise this
Warrant, for all or any part of the number of shares of Common Stock purchasable
hereunder.

         (b) In order to exercise this Warrant,  in whole or in part, the Holder
shall  deliver to the  Company  at its  office at 1116  South Old  Temple  Road,
Lorena,  Texas  76655,  or at the  office or agency  designated  by the  Company
pursuant  to  Section  14,  (i) a written  notice of the  Holder's  election  to
exercise  this  Warrant,  (ii)  payment  of the  Warrant  Price,  and (iii) this
Warrant. Such notice shall be substantially in the form of the subscription form
appearing at the end of this  Warrant as Exhibit A, duly  executed by the Holder
or its agent or attorney.  Upon receipt thereof,  the Company shall, as promptly
as practicable, and in any event within five (5) Business Days thereafter, issue
or cause to be issued  and  deliver  or cause to be  delivered  to the  Holder a
certificate or certificates  representing the aggregate number of full shares of
Common Stock  issuable  upon such  exercise,  together  with cash in lieu of any
fraction  of  a  share,  as  hereinafter  provided.  The  stock  certificate  or
certificates so delivered shall be, to the extent possible, in such denomination
or  denominations  as such  Holder  shall  request  in the  notice  and shall be
registered  in the name of the Holder or,  subject to Section 8, such other name
as shall be designated in the notice.  This Warrant shall be deemed to have been
exercised  and such  certificate  or  certificates  shall be deemed to have been
issued,  and the Holder or any other Person so  designated  to be named  therein
shall be  deemed  to have  become a holder  of  record  of such  shares  for all
purposes,  as of the date the notice,  together with the cash or check or checks
and this  Warrant,  is received by the Company as described  above and all taxes
required to be paid by the Holder,  if any, pursuant to Section 2.2 prior to the
issuance  of such shares  have been paid (such  date,  the "Date of  Exercise").
Notwithstanding  any provision herein to the contrary,  the Company shall not be
required to register  shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Stock  otherwise  than in  accordance  with this
Warrant.  If the  Company  fails to deliver to the Holder the  required  Warrant
Stock in  accordance  with and pursuant to this Section by the fifth Trading Day
after the Date of Exercise,  then the Holder will have the right to rescind such
exercise.

         (c) The  Company's  obligations  to issue and deliver  Warrant Stock in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Stock.

         (d)  Payment of the  Warrant  Price  shall be made at the option of the
Holder by (i) wire  transfer  to an  account  designated  by the  Company,  (ii)
certified  or  official  bank  check,  or (iii) any  combination  thereof,  duly
endorsed by or accompanied by appropriate  instruments of transfer duly executed
by the Holder or by the Holder's attorney duly authorized in writing.

         2.2.  Payment of Taxes.  All shares of Common Stock  issuable  upon the
exercise of this Warrant  pursuant to the terms hereof shall be validly  issued,
fully paid and  nonassessable  and without any  preemptive  rights.  The Company
shall pay all expenses in connection with, and all taxes and other  governmental
charges  that may be imposed  with  respect to, the issue or  delivery  thereof,
unless such tax or charge is imposed by law upon the Holder,  in which case such
taxes or charges shall be paid by the Holder. The Holder or its transferee shall
pay any transfer tax due and payable in respect of a transfer of this Warrant or
the Warrant Stock to a party other than the Holder.


                                      E-53
<PAGE>

         2.3.  Fractional  Shares.  The Company shall not be required to issue a
fractional  share of Common Stock upon the exercise of this  Warrant.  As to any
fraction of a share which the Holder of one or more  Warrants,  the rights under
which are  exercised  in the same  transaction,  would  otherwise be entitled to
purchase upon such exercise,  the Company shall pay a cash adjustment in respect
of such  final  fraction  in an  amount  equal to the same  fraction  of (x) the
Current Market Price per share of Common Stock on the Date of Exercise,  so long
as there  continues to be a public  market for the Common  Stock,  or (y) in the
event there is no public  market for the Common  Stock,  the fair  market  value
thereof as reasonably determined by the Board of Directors of the Company.

3.       TRANSFER; DIVISION AND COMBINATION

         3.1. Transfer.  Subject to compliance with Section 10, transfer of this
Warrant and all rights  hereunder,  in whole or in part,  shall be registered on
the books of the Company to be maintained  for such purpose,  upon  surrender of
this Warrant at the principal office of the Company  specified in Section 2.1 or
the office or agency  designated by the Company pursuant to Section 14, together
with a written assignment of this Warrant substantially in the form of Exhibit B
hereto  duly  executed  by the  Holder  or its  agent  or  attorney.  Upon  such
surrender,  the Company  shall,  subject to Section 8, execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination specified in such instrument of assignment,  and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in
compliance  with Section 8, may be exercised by a new Holder for the purchase of
shares of Common Stock without having a new Warrant issued.

         3.2.  Division and Combination.  Subject to Section 8, this Warrant may
be divided or  combined  with other  Warrants  upon  presentation  hereof at the
aforesaid  office or  agency  of the  Company,  together  with a written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by the  Holder or its  agent or  attorney.  Subject  to  compliance  with
Section 3.1 and with Section 8, as to any transfer which may be involved in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

         3.3. Expenses.  The Company shall prepare, issue and deliver at its own
expense the new Warrant or Warrants to be delivered under this Section 3.

         3.4.  Maintenance  of Books.  The Company  agrees to  maintain,  at its
aforesaid  office or agency,  books for the registration and the registration of
transfer of the Warrants.


                                      E-54
<PAGE>

4. ADJUSTMENTS

         The  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this Section 4. The Company shall give each Holder notice of any event described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

         4.1.  Capital  Adjustments.  The number of shares of Warrant Shares and
the Current Warrant Price shall be deemed  automatically  adjusted equitably and
proportionately  to reflect  any stock  dividend,  stock  split,  reverse  stock
dividend   or  reverse   stock   split,   or  any  capital   reorganization   or
recapitalization of the Company.

         4.2. Other Provisions Applicable to Adjustments under this Section. The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this Section 4:

                  (a) When  Adjustments to Be Made. The adjustments  required by
this  Section  4 shall be made  whenever  and as often  as any  specified  event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common  Stock  for  which  this  Warrant  is  exercisable  that  would
otherwise be required may be postponed  (except in the case of a subdivision  or
combination  of shares of Common  Stock,  as provided for in Section 4.1) up to,
but not beyond the date of exercise if such adjustment  either by itself or with
other  adjustments  not  previously  made adds or subtracts  less than 1% of the
shares of Common Stock for which this Warrant is exercisable  immediately  prior
to the making of such adjustment.  Any adjustment  representing a change of less
than such minimum  amount  (except as  aforesaid)  which is  postponed  shall be
carried  forward  and  made  as soon as such  adjustment,  together  with  other
adjustments  required by this Section 4 and not previously made, would result in
a  minimum  adjustment  or on the  date  of  exercise.  For the  purpose  of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

                  (b) Fractional Interests.  In computing adjustments under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest 1/10th of a share.

                  (c) When Adjustment Not Required.  If the Company shall take a
record of the holders of its Common Stock for the purpose of  entitling  them to
receive a  dividend  or  distribution  and  shall,  thereafter  and  before  the
distribution to stockholders thereof, legally abandon its plan to pay or deliver
such dividend or  distribution,  then thereafter no adjustment shall be required
by reason of the taking of such record and any such  adjustment  previously made
in respect thereof shall be rescinded and annulled.

                  (d) Escrow of Warrant  Stock.  If after any  property  becomes
distributable  pursuant to this  Section 4 by reason of the taking of any record
of the holders of Common  Stock,  but prior to the  occurrence  of the event for
which  such  record  is  taken,  and the  Holder  exercises  this  Warrant,  any
Additional  Shares of Common  Stock  issuable  upon  exercise  by reason of such
adjustment  shall be  deemed  the last  shares of  Common  Stock for which  this
Warrant  is  exercised  (notwithstanding  any other  provision  to the  contrary
herein) and such shares or other property shall be held in escrow for the Holder
by the  Company to be issued to the Holder upon and to the extent that the event
actually  takes  place,   upon  payment  of  the  then  Current  Warrant  Price.
Notwithstanding  any other  provision to the contrary  herein,  if the event for
which such record was taken fails to occur or is  rescinded,  then such escrowed
shares shall be cancelled by the Company and escrowed property returned.


                                      E-55
<PAGE>

         4.3.  Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition of Assets.  If the Company shall reorganize its capital,  reclassify
its capital  stock,  consolidate  or merge with or into another  corporation  or
other  business  entity (where the Company is not the surviving  corporation  or
where there is a change in or  distribution  with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or substantially all
its property, assets or business to another corporation or other business entity
(each a "Material  Transaction")  and, pursuant to the terms of shares of common
stock of the successor or acquiring corporation, or any cash, shares of stock or
other  securities or property of any nature  whatsoever  (including  warrants or
other subscription or purchase rights) in addition to or in lieu of common stock
of the successor or acquiring corporation ("Other Property"), are to be received
by or  distributed  to the  holders of Common  Stock of the  Company,  then each
Holder  shall  have the right  thereafter  to  receive,  upon  exercise  of such
Warrant,  the number of shares of common  stock of the  successor  or  acquiring
corporation  or of the Company,  if it is the surviving  corporation,  and Other
Property receivable upon or as a result of such Material Transaction by a holder
of the number of shares of Common  Stock for which this  Warrant is  exercisable
immediately  prior to such event. In case of any such Material  Transaction,  at
the  Holder's  option and  request,  any  successor  to the Company or surviving
entity shall expressly assume the due and punctual observance and performance of
each and every  covenant  and  condition  of this  Warrant to be  performed  and
observed by the Company and all the  obligations  and  liabilities  hereunder in
order to  provide  for  adjustments  of shares of  Common  Stock for which  this
Warrant is exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 4 and issue to the Holder a new warrant
substantially  in the form of this  Warrant and  consistent  with the  foregoing
provisions  and evidencing the Holder's right to purchase the Other Property for
the aggregate Current Market Price upon exercise  thereof.  For purposes of this
Section 4.3,  "common  stock of the  successor or acquiring  corporation"  shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this Section 4.4 shall similarly apply to successive Material Transaction.

5. NOTICES TO WARRANT HOLDERS

      5.1. Notice of Adjustments.  Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common  Stock may be  purchased  upon  exercise of the  Warrants,  shall be
adjusted   pursuant  to  Section  4,  the  Company  shall  forthwith  prepare  a
certificate  to be executed by the chief  executive  officer or chief  financial
officer of the Company setting forth, in reasonable  detail, the event requiring
the  adjustment  and  the  method  by  which  such  adjustment  was  calculated,
specifying  the  number  of shares of Common  Stock for which  this  Warrant  is
exercisable and (if such adjustment was made pursuant to Section 4.3) describing
the number  and kind of any other  shares of stock or Other  Property  for which
this  Warrant is  exercisable,  and any change in the  purchase  price or prices
thereof,  after giving effect to such  adjustment  or change.  The Company shall
promptly cause a signed copy of such  certificate to be delivered to each Holder
in accordance  with Section 14.2. The Company shall keep at its office or agency
designated  pursuant to Section 11 copies of all such certificates and cause the
same to be available for inspection at said office during normal  business hours
by any Holder or any prospective  purchaser of a Warrant  designated by a Holder
thereof.


                                      E-56
<PAGE>

         5.2. Notice of Corporate Action. If at any time:

                  (a) the  Company  shall  take a record of the  holders  of its
Common Stock for the purpose of entitling them to receive a dividend (other than
a cash dividend payable out of earnings or earned surplus legally  available for
the payment of dividends under the laws of the  jurisdiction of incorporation of
the Company) or other  distribution,  or any right to subscribe  for or purchase
any evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right;

                  (b) there shall be any capital  reorganization of the Company,
any  reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation; or

                  (c) there shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least ten (10) days' prior written  notice of the date on which a record date
shall be selected for such dividend,  distribution  or right or for  determining
rights to vote in respect of any such reorganization,  reclassification, merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least ten (10) days' prior written notice of the date when the same shall
take  place.  Such notice in  accordance  with the  foregoing  clause also shall
specify  (A) the date on which any such record is to be taken for the purpose of
such dividend,  distribution  or right,  the date on which the holders of Common
Stock shall be entitled to any such  dividend,  distribution  or right,  and the
amount and character thereof, and (B) the date on which any such reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such  written  notice shall be  sufficiently  given if addressed to the
Holder and delivered in accordance with Section 14.2.

6.       RESERVATION AND AUTHORIZATION OF  COMMON  STOCK;  REGISTRATION  WITH OR
         APPROVAL OF ANY GOVERNMENTAL AUTHORITY

         6.1.  Reservation  of  Shares.  From and after the  Closing  Date,  the
Company  shall at all times  reserve and keep  available  for issuance  upon the
exercise of Warrants such number of its authorized but unissued shares of Common
Stock as will be  sufficient  to permit the exercise in full of all  outstanding
Warrants.  All shares of Common  Stock which shall be so  issuable,  when issued
upon exercise of this Warrant and payment  therefor in accordance with the terms
of  such  Warrant,  shall  be  duly  and  validly  issued  and  fully  paid  and
nonassessable, and not subject to preemptive rights.

         6.2.  Authorization.  Before taking any action which would result in an
adjustment  in the number of shares of Common  Stock for which  this  Warrant is
exercisable or in the Current  Warrant Price,  the Company shall obtain all such
authorizations or exemptions  thereof,  or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


                                      E-57
<PAGE>

7.       TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

         In the case of all dividends or other  distributions  by the Company to
the holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders,  the Company will in each such
case take such a record and will take such record as of the close of business on
a Business  Day.  The Company  will not at any time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of this Warrant.

8.       RESTRICTIONS ON TRANSFERRABILITY

         The Holder hereby acknowledges that neither this Warrant nor any of the
securities  that  may be  acquired  upon  exercise  of this  Warrant  have  been
registered or qualified under the Securities Act or under the securities laws of
any state.  The Holder  acknowledges  that,  upon exercise of this Warrant,  the
securities to be issued upon such exercise may be subject to applicable  federal
and state  securities (or other) laws requiring  registration,  qualification or
approval  of  governmental  authorities  before such  securities  may be validly
issued or delivered upon notice of such exercise.  The  restrictions  imposed by
this Section 8 upon the exercise of this Warrant shall cease and terminate as to
any particular  shares of Warrant Stock (i) when such securities shall have been
effectively registered and qualified under the Securities Act and all applicable
state  securities  laws and  disposed  of in  accordance  with the  registration
statement  covering such securities,  or (ii) when, in the reasonable opinion of
counsel for the Company,  such  restrictions  are no longer required in order to
ensure  compliance with the Securities Act and all applicable  state  securities
laws.

9.       SUPPLYING INFORMATION

         The  Company  shall  cooperate  with each  Holder of a Warrant and each
holder  of  Warrant  Common  Stock  in  supplying  such  information  as  may be
reasonably  necessary  for such  holder  to  complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of the
Warrant or Warrant Stock.

10.      LOSS OR MUTILATION

         Upon  receipt by the  Company  from any Holder of  evidence  reasonably
satisfactory  to it of the  ownership  of and the loss,  theft,  destruction  or
mutilation of this Warrant and indemnity  reasonably  satisfactory to it, and in
case of mutilation  upon  surrender and  cancellation  hereof,  the Company will
execute and  deliver in lieu hereof a new Warrant of like tenor to such  Holder;
provided,  in the case of  mutilation,  no  indemnity  shall be required if this
Warrant in identifiable form is surrendered to the Company for cancellation.

11.      OFFICE OF COMPANY

         As long as any of the Warrants  remain  outstanding,  the Company shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.


                                      E-58
<PAGE>

12.      FILINGS

         So long as the  Company  has a class of  equity  securities  registered
pursuant to the  Exchange  Act,  the Company will file on or before the required
date all regular or periodic reports  (pursuant to the Exchange Act) required to
be filed with the  Commission  pursuant to the  Exchange Act and will deliver to
the Holder  promptly  upon their  becoming  available  (unless  such reports are
available through the Commission's EDGAR system) one copy of each report, notice
or proxy  statement sent by the Company to its  stockholders  generally,  and of
each  regular  or  periodic  report  (pursuant  to the  Exchange  Act)  and  any
registration  statement or prospectus (pursuant to the Securities Act), filed by
the Company  with (a) the  Commission  or (b) any  securities  exchange on which
shares of Common Stock are listed.

13.      NO RIGHTS AS STOCKHOLDERS; LIMITATIONS OF LIABILITY

         Except as otherwise provided herein, this Warrant shall not entitle the
Holder  to any  rights  as a  stockholder  of the  Company,  including,  without
limitation,  the right to vote, to receive dividends and other  distributions or
to receive notice of or attend meetings of stockholders or any other proceedings
of the Company unless and to the extent  exercised for shares of Common Stock in
accordance  with the terms  hereof.  No  provision  hereof,  in the  absence  of
affirmative  action by the Holder to exercise  its rights to purchase  shares of
Common Stock hereunder, and no enumeration herein of the rights or privileges of
the Holder  hereof,  shall  give rise to any  liability  of such  Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

14.      MISCELLANEOUS

         14.1.  Nonwaiver  and  Expenses.  No course of  dealing or any delay or
failure to exercise any right  hereunder on the part of the Holder shall operate
as a waiver of such right or otherwise prejudice the Holder's rights,  powers or
remedies.  If the Company  fails to make,  when due, any  payments  provided for
hereunder,  or fails to comply with any other  provision  of this  Warrant,  the
Company shall pay to the Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by the Holder in collecting
any amounts due  pursuant  hereto or in otherwise  enforcing  any of its rights,
powers or remedies hereunder.

         14.2. Notice Generally. Any notice, demand, request, consent, approval,
declaration,  delivery or other  communication  hereunder to be made pursuant to
the provisions of this Warrant shall be sufficiently given or made if in writing
and either  delivered in person with receipt  acknowledged or sent 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:     Health Discovery Corporation
                                         1116 South Old Temple Road
                                         Lorena, Texas 76655
                                         Attn:    Robert S. Braswell, IV
                                         Facsimile:  (254) 744-9310

                  With a Copy to:        Powell, Goldstein, Frazer & Murphy LLP
                                         191 Peachtree Street, 16th Floor
                                         Atlanta, Georgia 30303
                                         Attn:    Todd Wade, Esq.
                                         Facsimile:  (404) 572-6999


                                      E-59
<PAGE>

                  If to the Holder:
                                         ____________________________________

                                         ____________________________________

                                         ____________________________________

                                         ____________________________________

                                         ____________________________________

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 U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given.

         14.3.  Remedies.  Each holder of Warrant and Warrant Stock, in addition
to being entitled to exercise all rights granted by law,  including  recovery of
damages,  will be  entitled  to specific  performance  of its rights  under this
Warrant.  The  Company  agrees  that  monetary  damages  would  not be  adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this  Warrant  and  hereby  agrees to waive the  defense  in any  action  for
specific performance that a remedy at law would be adequate.

         14.4. Successors and Assigns. Subject to the provisions of Sections 3.1
and 8, this Warrant and the rights  evidenced  hereby shall inure to the benefit
of and be binding  upon the  successors  of the Company and the  successors  and
assigns of the Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this  Warrant  and,  with respect to
Section 8 hereof, holders of Warrant Stock, and shall be enforceable by any such
Holder or holder of Warrant Stock.

         14.5.  Amendment.  This  Warrant  may be  modified  or  amended  or the
provisions  hereof  waived by the  written  consent of both the  Company and the
Holder.

         14.6 Severability.  Wherever  possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Warrant.

         14.7  Headings.   The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


                                      E-60
<PAGE>

        14.8  Governing  Law.  All  questions   concerning  the   construction,
validity,  enforcement and  interpretation  of this Warrant shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Delaware,  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 Warrant  (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 Atlanta,  Georgia.  Each
party hereto hereby  irrevocably  submits to the exclusive  jurisdiction  of the
state and federal courts sitting in Atlanta, Georgia for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed  herein  (including  with respect to the enforcement of this
Warrant),  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  Warrant 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 Warrant or the transactions contemplated hereby.

                         [Remainder of Page Left Blank]

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed and as of the day and year first above written.

                                      HEALTH DISCOVERY CORPORATION

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


                                      E-61