<PAGE>
Exhibit 2.3
Letter of Intent
March 8, 2000
Board of Directors
Halis, Inc.
3525 Piedmont Road
7 Piedmont Center
Suite 300
Atlanta, Georgia 30305
Re: Proposed Merger of HealthWatch, Inc. and Halis, Inc.
Gentlemen:
This letter will confirm the various discussions that we have had regarding
the acquisition by HealthWatch, Inc., a Minnesota corporation (the "Purchaser"),
by means of merger of Halis, Inc., a Georgia corporation (the "Seller") into
Purchaser or a wholly-owned subsidiary of Purchaser (the "Subsidiary"). Subject
to the preparation, execution and performance of a definitive written agreement
(the "Agreement") containing such terms, conditions, covenants, representations
and warranties as either party may in good faith require, I understand that we
have agreed in principle to the following general terms:
1. Basic Transaction.
On a date to be agreed upon (the "Closing Date"), Seller will merge into
Purchaser or Subsidiary under the terms of which each shareholder of Seller will
receive that fraction of a share of Purchaser's Common Stock, $.05 par value,
equal to $.33 divided by the average closing price of Purchaser's Common Stock
on the NASDAQ Small Cap market for the ten days preceding the Closing Date in
return for cancellation of each outstanding share of Seller's Common Stock, $.01
par value. The $.33 value referenced in the preceding sentence reflects
approximately a 50% premium over the average closing price of Seller's Common
Stock for the ten trading days immediately preceding the date of this letter.
2. Representations and Warranties.
Seller will make the representations and warranties usual and customary in
such a transaction, including, without limitation, the following: (a) the clear
and unencumbered title of Seller to all of its assets; (b) all of the Seller's
personal property in good working condition subject to ordinary wear and tear;
and (c) the right and power of Seller to assign all of its license agreements
and customer contracts to Purchaser.
3. Access.
Seller will grant Purchaser and its representatives access to the
personnel, property, contracts, books and records of Seller and will furnish to
Purchaser and its representatives such financial, operating and other
information
<PAGE>
with respect to the business and properties of Seller as Purchaser shall, from
time to time, reasonably request. In connection with its examination of Seller,
with prior written notice to Seller, Purchaser and its representatives may
communicate with any person having business dealings with Seller. All of such
access, investigation and communication by Purchaser and its representatives
will be conducted in a manner designed not to materially interfere with the
normal business of Seller.
4. Exclusive Dealing.
In consideration for the expenditures of time, effort and expense to be
undertaken by Purchaser in connection with the preparation and execution of the
Agreement and Purchaser's investigation of Seller which is a condition precedent
to the execution of the Agreement, the Halis Board of Directors will not and
will not cause the Seller to, between the date of the execution of this letter
and the Closing Date, enter into or conduct any discussions with any other
prospective purchaser of the stock or assets of Seller. In addition, the Halis
Board of Directors shall use its best efforts to preserve intact the business
organization and goodwill of Seller.
5. Non-Solicitation.
Purchaser agrees that during the period commencing on the date of the
execution of this letter and ending on the Closing Date, or for one year after
the termination of this letter, Purchaser shall not, directly or indirectly,
solicit or attempt to solicit, any person who is an employee of the Seller at
that time, or induce or attempt to induce any employee of the Seller to
terminate his or her employment relationship with the Seller.
6. Disclosure.
Except as and to the extent required by law or required for the Purchaser
or Seller, as the case may be, to obtain financing, due diligence or legal and
financial opinions, each party agrees that it will not release or issue any
reports, statements or releases pertaining to this letter of intent and the
implementation hereof without the prior written consent of the other party
hereto.
7. Costs.
Each party will be responsible for and bear all of its own costs and
expenses (including any broker's or finder's fees and the expenses of its
representatives) incurred at any time in connection with pursuing or
consummating the proposed merger.
8. Conditions.
The closing of the merger will be conditioned upon (i) Purchaser and Seller
obtaining appropriate approval of their respective shareholders; (ii) Purchaser
having raised a minimum of $5,000,000 from issuances of equity securities of
Purchaser, prior to closing; and (iii) obtaining required governmental and
regulatory approvals.
9. Financing Option.
Prior to the closing of the merger, Purchaser shall have the unconditional
right to purchase up to $1,000,000 of the Seller's common stock at $.20 per
share, and upon any such financing Purchaser shall have a three month option to
invest up to an additional $5,000,000 at the same $.20 per share.
10. Entire Agreement.
Except as provided in paragraphs 1, 3, 4, 5 and 9 hereof, which are
intended to represent binding agreements of the parties hereto ("Binding
Provisions"), this letter is intended to be, and shall be construed only as, a
letter of intent
-2-
<PAGE>
summarizing and evidencing the discussions between Purchaser and Seller to the
date hereof. Except as otherwise provided in the preceding sentence, the
respective rights and obligations of Purchaser and Seller remain to be defined
in the Agreement, into which this letter and our prior discussions shall merge.
The Binding Provisions constitute the entire agreement by and between the
parties, supersede all prior oral or written agreements, understandings,
representations and warranties, and courses of conduct and dealing between the
parties on the subject matter hereof. Except as otherwise provided in this
letter, the Binding Provisions may be amended or modified only by a writing
executed by each of the parties.
11. Governing Law.
The Binding Provisions will be governed by and construed under the laws of
the State of Georgia without regard to conflict of laws principles.
12. Termination.
This letter will automatically terminate, unless extended by mutual consent
of the parties, upon the earlier to occur of : (a) the date the Agreement is
signed by all parties, or (b) two months after the date this letter is signed by
the Seller. In addition, this letter may be terminated earlier upon written
notice by Purchaser to Seller unilaterally, for any reason or no reason, with or
without cause, at any time; provided however, that the termination hereof will
have no effect on the liability of a party for a breach of any of the Binding
Provisions. Upon termination of this letter, the parties shall continue to be
bound by all of the Binding Provisions other than those relating to "Access" and
"Exclusive Dealings," which obligations will survive any such termination in
accordance with its terms for a period of six months.
13. Counterparts.
This letter may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this letter and all of which, when taken
together, will be deemed to constitute one and the same agreement.
[the remainder of this page intentionally left blank]
-3-
<PAGE>
If the foregoing correctly expresses our understanding, please indicate
your agreement by signing and dating the enclosed copy of this letter in the
space indicated below and returning it to me at the above letterhead address.
Upon receipt of a signed copy of this letter, I will instruct our attorneys to
prepare a draft of the Agreement and related documentation for review by you and
your counsel.
Yours very truly,
HEALTHWATCH, INC.
By: /s/ Paul W. Harrison
------------------------
Paul Harrison, President
THE FOREGOING CORRECTLY EXPRESSES
OUR UNDERSTANDING,
THIS 8/TH/ DAY OF MARCH, 2000
HALIS, INC.
By: /s/ Joel Greenspan
----------------------------
Dr. Joel Greenspan, Director
-4-
