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.
_____________, 2005 _____________ shares Warrant No. _______
HEALTH DISCOVERY CORPORATION
STOCK PURCHASE WARRANT
THIS IS TO CERTIFY THAT [Purchaser] (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 $0.24 per share (as adjusted as provided herein,
the "Current Warrant Price"), on the terms and conditions and pursuant to the provisions hereinafter set forth.
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