Exhibit
      10.4(a)




FIRST
        AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
 THIS
        FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made as of August 1, 2007 (the
        “Amendment”), by and between Daniel R. Furth (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 December 5, 2005 (the “Employment Agreement”). The Employment
        Agreement provides that Employer will employ Employee for a period of three
        (3)
        years, unless earlier terminated, under the terms and conditions set forth
        therein.
 
 B.  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.
 
 C.  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 $7,000 per
        month,
        payable in accordance with Employer’s customary payment policy; provided,
        however, that Employee shall defer $2,000 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 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/
        Daniel R.
        Furth
 Daniel
        R.
        Furth
 
 
 HEALTH
        DISCOVERY
        CORPORATION
 
 
 
 By: /s/
        Stephen D. Barnhill, M.D.
 Name:
        Stephen D.
        Barnhill, M.D.
 Title:
        CEO
 
 
 
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