Exhibit
      10.1(c)




THIRD
        AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
 THIS
        THIRD AMENDMENT TO EMPLOYMENT AGREEMENT is made as of August 1, 2007 (the
        “Amendment”), by and between Stephen D. Barnhill, M.D. (the “Employee”) and
        Health Discovery Corporation, a Georgia corporation (the “Employer”).
 
 RECITALS
 
 A.  The
        Employer executed and delivered to Employee that certain Employment Agreement
        dated as of September 15, 2003 (the “Employment Agreement”). The Employment
        Agreement provides that Employer will employ Employee for a period of five
        (5)
        years, unless earlier terminated, under the terms and conditions set forth
        therein.
 
 B.  The
        Employer and Employee agreed to an amendment to the terms of compensation
        pursuant to that certain First Amendment to Employment Agreement dated as
        of
        December 30, 2005 (the “First Amendment”).
 
 C.  The
        Employer and Employee agreed to further amend the terms of compensation pursuant
        to that certain Second Amendment to Employment Agreement dated as of September
        1, 2006 (the “Second Amendment”).
 
 D.  The
        Employer has implemented a cash conservation plan that includes salary deferrals
        and reductions while it is considering pursuing potential licensing
        opportunities and raising additional equity through private placements and/or
        debt offerings.
 
 E.  The
        Employer has requested, and the Employee has agreed to, an amendment to the
        terms of compensation evidenced by the Employment Agreement, and the parties
        wish to memorialize their agreement in writing.
 
 NOW,
        THEREFORE, for and in consideration of the mutual agreements herein stated,
        and
        other good and valuable consideration, the adequacy and receipt of which
        are
        hereby acknowledged, Employer and Employee agree as follows:
  1.            
        Section 3.1 shall be deleted and replaced with the
        following:
 3.1 Salary .
          Employer shall pay Employee a base gross salary at the rate of $12,500
          per
          month, payable in accordance with Employer’s customary payment policy; provided,
          however, that Employee shall defer $5,000 per month of such base gross
          salary
          (the “Deferred Compensation”) until the Employer receives following the date
          hereof a cash infusion, through a sale of Employer securities or otherwise,
          of
          at least $1,500,000 (the “Cash Infusion”). Employee agrees that if he terminates
          his employment before the Cash Infusion, or if Employer terminates Employee’s
          employment for Cause (as that term is defined in the Employment Agreement)
          before the Cash Infusion, then the Employee shall forfeit the Deferred
          Compensation. Unless the Employee forfeits the Deferred Compensation, Employer
          shall pay the Deferred Compensation by no later than the fifteenth day
          of the
          third month after the end of the calendar year in which the earlier of
          the Cash
          Infusion or Employer’s termination of Employee’s employment without Cause
          occurs.
 
 2. Effective
          Time. This Amendment shall become effective as of August 1, 2007.
 
  3. No
        Other
        Amendment or Waiver. The Employment Agreement, as amended by the First
        Amendment, the Second Amendment, and by this Amendment, remains in full force
        and effect in accordance with its terms, and Employer and Employee hereby
        ratify
        and confirm the same.
 
 4. Counterparts.
        This Amendment may be executed in any number of counterparts and by different
        parties hereto in separate counterparts, each of which, when so executed
        and
        delivered, shall be deemed to be an original and all of which counterparts,
        taken together, shall constitute one instrument.
 
 5. Successors
        and Assigns. This Amendment shall be binding upon and inure to the benefit
        of
        the successors and permitted assigns of the parties hereto.
 
 6. Section
        References. Section titles and references used in this Amendment shall be
        without substantive meaning or content of any kind whatsoever.
 
 
 
 **[THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**
  
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 IN
        WITNESS WHEREOF, Employer and Employee have executed this Amendment as of
        the
        day and year first written above.
  
 
 EMPLOYEE
 
 
 /s/
        Stephen D.
        Barnhill, M.D.
 Stephen
        D. Barnhill,
        M.D., CEO
 
 
 HEALTH
        DISCOVERY
        CORPORATION
 
 
 
 By: /s/
        Daniel R. Furth
 Name:
        Daniel R.
        Furth
 Title:
        Executive Vice
        President
 
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