March 21, 2000

                                                                        --





HealthWatch,, Inc.

3525 Piedmont Road

Seven Piedmont Center, Suite 300

Atlanta, Georgia 30305

Attn: Paul W. Harrison



Gentlemen:



     You have agreed that Commonwealth Associates, L.P. ("Commonwealth') may act

as a finder or financial consultant for you in various transactions in which

HealthWatch, Inc. (the "Company")may be involved. The Company hereby agrees that

in the event that Commonwealth or a disclosed agent, representative or other

designee of Commonwealth shall introduce to the Company another party or entity

(which introduction shall be documented), and that as a result of such

introduction, any of the following transactions are consummated with such other

party or entity (a "Covered Transaction"), then the Company shall pay to

Commonwealth a finder's fee of 3% of the Total Consideration paid in such

transaction: (i) any acquisition of more than 25% of the stock or assets of any

company; (ii) any sale of more than 25% of the stock or assets of the- Company;

(iii) any merger, joint venture or other business combination 1.0 which the

Company is a party. Notwithstanding the foregoing, the Company acknowledges that

it is obligated to pay Commonwealth a fee of 5% of the Total Consideration paid

in a Covered Transaction with Halis, Inc.



     For purposes of this Agreement, "Total Consideration" shall mean the total

value of all cash, securities, or other property paid at the closing of a

Covered Transaction (or to be paid within two years) either to the Company or

its shareholders or by the Company and its shareholders with respect to such

Covered Transaction, including, without limitation, consideration paid in

respect of (i) the assets of the acquired company, (ii) the capital stock of the

acquired company (and any securities convertible into options, warrants or other

rights to acquire such capital stock) and (iii) the assumption, directly or

indirectly (by operation of law or otherwise), of any long-term liabilities of

the acquired company or repayment of indebtedness, including without limitation,

indebtedness secured by the assets of the acquired company. In the event a

Covered Transaction is consummated in one or more steps, including without

limitation, any additional consideration paid or to be paid in any subsequent

step as set forth above, such additional consideration shall be included in the

definition of "Total Consideration". Any payments due to Commonwealth will be

made at the same time as the payments to the parties and all payments will be

made in the same form as received by the parties unless otherwise mutually

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