EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is to be effective as of April 15, 2009 (the “Effective Date”), between Health Discovery Corporation (the “Company”), and R. Scott Tobin (the “Executive”).

The Company and the Executive now desire to enter into this Agreement as to the terms of his employment by the Company.

NOW, THEREFORE, the parties agree as follows:

(a)            Employment .  During the Term, Company will employ the Executive, and the Executive will serve as the President and General Counsel of the Company on a full-time basis and will have such responsibilities and authority as may from time to time be assigned to the Executive by the CEO of the Company.  Executive shall be responsible for:  strategic direction and strategic alliances (in conjunction with the CEO and the Board of Directors of the Company); all business operations of the Company including but not limited to financial management, controller, financial systems management and preparation of all documents required of the Company by the Securities and Exchange Commission; and such customary, appropriate and reasonable executive duties as are usually performed by a general counsel.  In this capacity, Executive will provide services to the Company and be privy to the Company’s Confidential Information and Trade Secrets.  The Executive will report to the CEO of the Company. Executive shall serve on the Board of Directors without additional compensation beyond that set forth in this Agreement, and shall continue to serve for so long as he is thereafter elected to such position by the Company’s stockholders. The Executive’s primary office will be at the Company’s headquarters in such geographic location within the United States as may be determined by the Company.

(b)            Exclusivity .  Throughout the Executive’s employment hereunder, the Executive shall devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment, shall faithfully and industriously perform such duties, and shall diligently follow and implement all management policies and decisions of the Company; provided, however, that this provision is not intended to prevent the Executive from managing his investments, or engaging in other activities outside of the Company, whether or not compensable, so long as he gives his duties to the Company first priority and such activities do not interfere with his performance of duties for the Company.  Notwithstanding the foregoing, other than with regard to the Executive’s duties to the Company, the Executive will not accept any other employment during the Term, perform any consulting services during the Term, or serve on the board of directors or governing body of any other business, except with the prior written consent of the Board of Directors.  Further, the Executive has disclosed on Exhibit A hereto, all of his nonpublic company bio-discovery related investments, and agrees during the Term not to make any investments during the Term hereof except as a passive investor.  The Executive agrees during the Term not to own directly or indirectly equity securities of any public healthcare related company (excluding the Company) that represents five percent (5%) or more of the value of voting power of the equity securities of such company.

(a)            Base Salary .  The Company shall pay the Executive base salary of $120,000.00 per annum (the “Annual Base Salary”), which base salary will be subject to review effective at least annually thereafter by the Company for possible increases. The base salary shall be payable in equal installments, no less frequently than twice per month, in accordance with the Company’s regular payroll practices.

(b)            Bonus .    Executive shall be eligible to receive annually a target variable incentive bonus (the "Incentive Bonus") of one hundred percent (100%) of Employee’s then current annual salary, based on objectives jointly determined by Executive and the Chairman and CEO.  This Incentive Bonus is to be paid to Executive no later than thirty (30) days following the closing of the Company’s annual audited financial statements for services performed during each calendar year subject to the Term(s) of this Agreement.  For his services performed in calendar year ending 2009, the Incentive Bonus may be paid in cash, stock, enhanced employee benefits or some combination thereof, based on the Company’s preference and in accordance with law.  For subsequent calendar years, the Incentive Bonus shall be payable in cash.

(c)            Equity Compensation .  The Executive shall receive options to acquire shares of the Company’s Common Stock at an exercise price per share equal to the greater of the Fair Market Value (as defined in the option agreement referenced herein) of a share of the Company’s Common Stock or $0.08, which shall vest pursuant to the vesting schedule set forth on Exhibit B hereto and which grant shall be evidenced by an option agreement, the terms of which are incorporated herein by reference, in form and substance reasonably satisfactory to the Company and Executive.

(d)            Expenses .  The Executive shall be entitled to be reimbursed in accordance with Company policy in effect for reasonable and necessary expenses incurred by the Executive in connection with the performance of the Executive’s duties of employment hereunder; provided, however, the Executive shall, as a condition of such reimbursement, submit verification of the nature and amount of such expenses in accordance with the reasonable reimbursement policies from time to time adopted by the Company.  Any travel by Executive on behalf of the Company shall be at the Company’s expense and shall include, but not be limited to, all costs for the Executive’s transportation, lodging, meals, and with respect to air fare at lowest available nonstop coach rates for domestic flights and at lowest available nonstop business class rates for all international flights.

(e)            Paid Time Off .  Executive shall be entitled to fifteen (15) paid vacation days during the calendar year from January 1 to December 31. All vacation must be taken by December 31 in the calendar year in which such vacation is earned.

(f)            Benefits .

(i)          The Company shall at all times during the Term pay all premiums for health insurance benefits for Executive and his dependants with coverage and premiums available to other regular full-time employees of the Company; provided, however, Executive shall be responsible for all deductibles, co-payment requirements or similar obligations under such health insurance, and provided, further, that the Company’s obligations under this Section 2(f)(i) shall not exceed twenty percent (20%) of the Executive’s Annual Base Salary.

(ii)          In addition to the benefits payable to the Executive specifically described herein, the Executive shall be entitled to such benefits as generally may be made available to all other executives of the Company from time to time as approved by the Board of Directors of the Company; provided, however, that nothing contained herein shall require the establishment or continuation of any particular plan or program; provided, further, that Executive shall be entitled to participate in any stock option or other equity plan otherwise made available to other executives of the Company.

(g)            Director & Officer Insurance .  The Company, at its expense, shall maintain director and officer insurance covering Executive at levels consistent with past practice with a reputable carrier. The Executive shall be entitled to indemnification, including advancement of expenses (if applicable), in accordance with and to the fullest extent permitted by law, and as provided by the Company’s bylaws and articles of incorporation, and any separate indemnification agreement, if any.

(h)            Reimbursement Conditions .  All expenses eligible for reimbursement under this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after thirty days following the last day of the calendar year in which the expense was incurred, nor shall the amount of reimbursable expenses incurred in one taxable year affect the expenses eligible for reimbursement in any other taxable year.

(i)            Withholding .  All payments pursuant to this Agreement shall be reduced for any applicable state, local, or federal tax withholding obligations.

(a)            Term .  The term of this Agreement shall begin as of the Effective Date.  It shall continue for a period of eighteen (18) months from the Effective Date hereof or until sooner terminated pursuant to Section 3(b) hereof (the “Initial Term”).  Thereafter, the employment term shall automatically renew and continue for successive twelve (12) month periods (each a “Renewal Term”) unless terminated pursuant to this Agreement or by either Party upon ninety (90) calendar days’ written notice of intent not to renew this Agreement provided prior to the expiration of the Initial Term or the then current Renewal Term, as the case may be.  The Initial Term together with any Renewal Term(s) shall be referred to herein as the “Term.”

(b)            Termination .  This Agreement and the employment of the Executive by the Company hereunder shall only be terminated: (i) by expiration of the Term; (ii) by the Company without Cause; (iii) by the Executive for Good Reason; (iv) by the Company or the Executive due to the Disability of the Executive; (v) by the Company for Cause; (vi) by the Executive for other than Good Reason or Disability, upon at least ninety (90) days prior written notice to the Company; or (vii) upon the death of the Executive.  Notice of termination by any party shall be given prior to termination in writing and shall specify the basis for termination and the effective date of termination.  Further, notice of termination for Cause by the Company or Good Reason by the Executive shall specify the facts alleged to constitute termination for Cause or Good Reason, as applicable.  Except as provided in Section 3(c), the Executive shall not be entitled to any payments or benefits after the effective date of the termination of this Agreement, except for base salary pursuant to Section 2(a) accrued up to the effective date of termination, any unpaid earned and accrued Incentive Bonus, if any, pursuant to Section 2(b) (unless termination is by the Executive prior to the end of the Term for other than Good Reason), pay for accrued but unused vacation that the Company is legally obligated to pay Executive, if any, and only if the Company is so obligated, as provided under the terms of any other employee benefit and compensation agreements or plans applicable to the Executive, expenses required to be reimbursed pursuant to Section 2(d), and any rights to payment the Executive has under Section 2(g).

(c)            Termination by the Company without Cause or by the Executive for Good Reason .

(i)           If the employment of the Executive is terminated by the Company without Cause or by the Executive for Good Reason and such termination constitutes a Termination of Employment, the Company will pay the Executive (A) such maximum Incentive Bonus to which Executive would have been entitled had Executive remained in the employ of the Company the later of the entire calendar year in which such termination occurs, or the end of the Term, (B) his base salary pursuant to Section 2(a) hereof for the remainder of the Term  plus ninety (90) days, and (C) an amount equal to the actual cost of ninety (90) days of the Executive’s health insurance premiums pursuant to Section 2(f) hereof, or if applicable, COBRA premium payments, commencing with the COBRA payment next due after termination, should the Executive elect COBRA (the “Continuing Benefit”).  Such amount shall be paid in arrears in substantially equal installments not less frequently than monthly over the remainder of the Term commencing within thirty (30) days following the effective date of termination; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his Termination of Employment, then such portion of the payments that would result in a tax under Code Section 409A if paid during the first six (6) months after Termination of Employment shall be withheld, starting with the payments latest in time during such six (6) month period, and paid to the Executive during the seventh month following the date of his Termination of Employment.  Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in the Executive being subject to the excise tax imposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments.  The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company.  If payments are to be reduced, the payments made latest in time will be reduced first.

(ii)          If the original Term is not extended or the Company or the Executive terminates the Executive’s employment in accordance with the Agreement upon or following expiration of the Term, such termination shall not be deemed in and of itself to be a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason.

(iii)         Notwithstanding any other provision hereof, as a condition to the payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release.

(d)            Survival .  The covenants in this Section 3 hereof shall survive the termination of this Agreement and shall not be extinguished thereby.

(a)            Confidentiality .  All Confidential Information and Trade Secrets and all physical embodiments thereof received or developed by the Executive while employed by the Company are confidential to and are and will remain the sole and exclusive property of the Company.  Except to the extent necessary to perform the duties assigned by the Company hereunder, the Executive will hold such Confidential Information and Trade Secrets in trust and strictest confidence, and will not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information and Trade Secrets or any physical embodiments thereof and may in no event take any action causing or fail to take the action necessary in order to prevent, any Confidential Information and Trade Secrets disclosed to or developed by the Executive to lose its character or cease to qualify as Confidential Information or Trade Secrets.

(b)            Return of Company Property .  Upon request by the Company, and in any event upon termination of this Agreement for any reason, as a prior condition to receiving any final compensation hereunder (including any payments pursuant to Section 3 hereof), the Executive will promptly deliver to the Company all property belonging to the Company, including, without limitation, all Confidential Information and Trade Secrets (and all embodiments thereof) then in the Executive’s custody, control or possession.

(c)            Survival .  The covenants of confidentiality set forth herein will apply on and after the date hereof to any Confidential Information and Trade Secrets disclosed by the Company or developed by the Executive while employed or engaged by the Company prior to or after the date hereof.  The covenants restricting the use of Confidential Information will continue and be maintained by the Executive for a period of two years following the termination of this Agreement.  The covenants restricting the use of Trade Secrets will continue and be maintained by the Executive following termination of this Agreement for so long as permitted by the governing law.

(a)           The Executive agrees that during the Applicable Period, the Executive will not (except on behalf of or with the prior written consent of the Company, which consent may be withheld in Company’s sole discretion), within the Area either directly or indirectly, on his own behalf, or in the service of or on behalf of others, provide managerial services or management consulting services substantially similar to those Executive provides for the Company to any Competing Business.  The Executive acknowledges and agrees that the Business of the Company is conducted in the Area.

(b)           The Executive agrees that during the Applicable Period, he will not, either directly or indirectly, on his own behalf or in the service of or on behalf of others solicit any individual or entity which is an actual or, to his knowledge, actively sought prospective client of the Company or any of its Affiliates (determined as of date of termination of employment) with whom he had material contact while he was an Executive of the Company, for the purpose of offering services substantially similar to those offered by the Company.

(c)           The Executive agrees that during the Applicable Period, he will not, either directly or indirectly, on his own behalf or in the service of or on behalf of others, solicit for employment with a Competing Business any person who is a management level employee of the Company or an Affiliate with whom Executive had contact during the last year of Executive’s employment with the Company.  The Executive shall not be deemed to be in breach of this covenant solely because an employer for whom he may perform services may solicit, divert, or hire a management level employee of the Company or an Affiliate provided that Executive does not engage in the activity proscribed by the preceding sentence.

(d)           The Executive agrees that during the Applicable Period, he will not make any statement (written or oral) that could reasonably be perc