ex4-1c.htm


    
      

      EXHIBIT
4.1(c)

       

    

     

    SEE
RESTRICTIVE LEGENDS ON REVERSE

    
      	 
      	 
      	 
      
	 
      	
              HEALTH
      DISCOVERY

            	 
      
	 
      	
              CORPORATION

            	 
      
	 
      	
              a
      Georgia corporation

            	 
      
	
              Certificate

            	 
      	
                                                                       Shares

            
	
              Number
      B-__

            	 
      	
              of
      Series B Preferred Stock

            


    

     

              THIS
CERTIFIES THAT _______________
is the registered holder of ___________________
(*_______*) shares of the Series B Preferred Stock of Health Discovery
Corporation (the “Corporation”), transferable only on the books of the
Corporation by the holder hereof in person or by attorney upon surrender of this
certificate properly endorsed.

     

              This
certificate and the shares represented hereby are issued and shall be held
subject to the provisions of the Articles of Incorporation and the Bylaws of the
Corporation and any amendments thereto, to all of which the holder of this
certificate, by acceptance hereof, assents.

     

              The
Corporation is authorized to issue three classes of stock, Common Stock, Series
A Preferred Stock and Series B Preferred Stock. A statement of all of the
rights, preferences, privileges and restrictions granted to or imposed upon the
respective classes or series of shares of stock of the Corporation and upon the
holders thereof as established by the Articles of Incorporation may be obtained
by any stockholder upon request at the principal office of the Corporation, and
the Corporation will furnish to any stockholder, upon request and without
charge, a copy of such statement.

     

              IN
WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its
duly authorized officers this _____ day of ________ 200__.

    
      	 
      	 
      
	 
      	 
      
	
              Chief
      Executive Officer

            	 
      


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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.

     

    For
value received, ____________________ hereby sell, assign and transfer
unto

    
      	 
      	 
      
	
              PLEASE
      INSERT SOCIAL SECURITY OR OTHER

            	 
      
	
              IDENTIFYING
      NUMBER OF ASSIGNEE

            	 
      


    

     

    
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      
	
              (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

            
	 
      
	 
      
	 
      
	 
      
	 
      


    

     

    Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ____________________________
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.

    
      	 
      	 
      
	
              (DATE)

            	 
      
	 
      
	
              (SIGNATURE:
      THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
      UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE
WHATEVER.)