CONSULTANCY AGREEMENT

 Exhibit 10.16

                             CONSULTANCY AGREEMENT

This Consultancy Agreement effective as of May 1, 1995, is entered into by and
between HealthWatch of 2445 Cades Way Vista, CA 92083, (hereinafter referred to
as the "Company") and Boulder Financial Group of 595 Utica Avenue, Boulder, CO
80304 (hereinafter referred to as the "Consultant").

                                    RECITALS

WHEREAS, the Company is a publicly held Corporation with its common stock traded
as a listed NASDAQ security (HEAL) in the over-the-counter exchange; and

WHEREAS, the Company believes it is important at this time to enhance
shareholder value and keep both existing shareholders and the general investing
public informed of the Company's current and proposed activities; and

WHEREAS, the Consultant has experience in the area of investor communications
and public relations;

NOW THEREFORE, in consideration of the premises and the mutual covenants and
Agreement hereinafter set forth, the parties hereto covenant and agree as
follows:

1. Term of Consultancy. The Company hereby retains the Consultant to act in a
consultancy capacity to the Company. The Consultant hereby agrees to provide
services to the Company, in accordance with the terms and conditions of this
Agreement, for a period of Six (6) months, commencing on the effective date of
this Agreement.

2. Duties of Consultant. The Consultant agrees to provide, as directed by the
Company, the following specified consulting services:

         A.       Financial investor relations for the Company, including
                  dissemination of current information about the Company to the
                  relevant public markets;

         B.       Advice to the Company, as requested, regarding its relations
                  with the investment community;

         C.       Such other services as reasonably requested by the Company
                  that are within the scope of services contemplated hereby.

In rendering the above consulting services, the Consultant agrees to utilize the
best of its ability and experience. The Consultant also agrees to perform
loyally and conscientiously all duties and obligations required of it expressly
or implicitly by the terms of this Agreement. The Company further represents and
warrants that it is current in its filing with the Securities and Exchange
Commission as required under the Securities Exchange Act of 1933.

3. Allocation of Time and Energies. The Consultant shall diligently and
thoroughly provide the consulting set forth above. Although no specific hours
per day requirement will be utilized, the Consultant and Company agree that the
Consultant will perform the duties set forth herein above in a diligent and
professional manner and the parties will allocate the necessary time to carry
out the terms of this Agreement.

4. Remuneration. As full and complete compensation for the services described in
Section 2, the Company agrees to pay the Consultant as follows:

         A.       $1,500.00 Dollars per month for Six (6) months. Company has
                  the right to terminate the agreement and must give written
                  notice Ninety (90) days prior to the termination date. Upon
                  execution of this agreement the first months payment shall be
                  made, payable to Boulder Financial Group. Payment thereafter
                  shall be made on the First (1st) of each month, starting June
                  1, 1995.

         B.       In addition to the foregoing payments, upon execution of this
                  agreement, the Company agrees to issue to the Consultant
                  400,000 Warrants, with an exercise price of $.30. These
                  Warrants will be registered to Boulder Financial Group, by the
                  Company, at the expense of the Company.

5. Expenses. The Consultant is responsible for its own regular business expenses
such as phones and labor. The Company shall be responsible for printing,
postage, Federal Express or other courier bills, press releases and broadcast
faxes, distribution of promotional materials, travel, luncheons and broker
meetings.

6. Termination. Either party shall have the right to terminate the agreement
without cause upon ninety (90) days written notice.

7. Confidential and Proprietary Information. The Consultant acknowledges that
all financial information, records, documents, materials, specifications,
business or investment strategies or ideas and similar items relating to the
business of the Company (referred to herein as "Confidential Information")
whether prepared or generated by the Consultant pursuant to this Agreement or
otherwise coming into the possession or knowledge of the Consultant, shall
remain the exclusive, confidential property of the Company except to the extent
authorized for public dissemination by the Company. The Consultant further
acknowledges and agrees that all such Confidential Information constitutes trade
secrets of the Company.

The Consultant shall not disclose any of such Confidential Information to any
third party without prior written consent of the Company and shall take all
reasonable steps and actions necessary to maintain the confidentiality of such
information. The Consultant shall not use any of such Confidential Information
in competition with the Company nor with any of its officers, directors, or
affiliates or for Consultant's personal financial benefit during the term of
this agreement.

8. Representations. The Consultant represents that it is not required to
maintain any license and registrations under either Colorado or Federal laws or
regulations necessary to perform the services set forth herein. The Consultant
acknowledges that, to the best of its knowledge, the performance of the services
set forth under this Agreement will not violate any rule or provision of any
regulatory agency having jurisdiction over Consultant. Nor do such services to
the Company represent any conflict to Consultant's other clients or business
affairs.

9. Indemnification. If any claim or action should be brought against the
Consultant by a third party relating to this Agreement or any of the services
contemplated herein, the Consultant hereby agrees to indemnify and hold Company
harmless for all costs, expenses and liabilities resulting from any such action
or claim.

10. Conflict of Interest. In performing the services contemplated by this
Agreement, if the Consultant should at any time have a direct or indirect
interest, be it financial, professional or otherwise, in the performance of this
Agreement, the Consultant hereby agrees to advise the Company of such interest
immediately.

11. Legal Representation. The Company and the Consultant represent that they
have consulted with independent legal counsel and/or tax, financial and business
advisor, to the extent they deemed necessary.

12. Attorneys' Fees. In the event an action is commenced between the parties
regarding the enforcement or interpretation of the Agreement, the prevailing
party shall be entitled to recover all reasonable legal expenses including, but
not limited to, attorney's fees and court costs.

13. Waiver. The waiver by the Company of a breach of any provision of this
Agreement by the Consultant shall not operate or be construed as a waiver of any
subsequent breach by the Consultant.

14. Notices. All notes, requests, and other communications hereunder shall be
deemed to be duly given if sent by U.S. Mail, postage prepaid, addressed to the
other party at the address set forth herein below:

         To the Company:

                  HealthWatch
                  2445 Cades Way
                  Vista, California  92083
                  (619) 598-4333

         To the Consultant:

                  Boulder Financial Group
                  595 Utica Avenue
                  Boulder, Colorado  80304-0776
                  (303) 442-6075

15. Non-Exclusive Activities. The Company hereby agrees and acknowledges that
during the term of this Agreement and the one year subsequent to the termination
of this Agreement, the Consultant shall be permitted to pursue and participate
in other consulting, financial or investment activities for parties and concerns
other than the Company so long as such activities do not violate this Agreement
or create actual or potential conflict of interest in rendering of services of
this Agreement.

16. Choice of Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

17. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to the Consultant's
activities or remuneration under this Agreement, shall be settled by binding
arbitration of the American Arbitration Association. The judgment on the award
rendered by the arbitrator(s) shall be binding on the parties and may be entered
in any court having jurisdiction thereof.

18. Complete Agreement. This Agreement contains the entire understanding between
the parties and shall not be modified or changed except by a writing executed by
the parties hereto.

WITNESS the following signatures as of the date first above written.

/s/ John D. Greenbaum                                         5/4/95
HEALTHWATCH                         President and CEO         Date
John D. Greenbaum

/s/ Elizabeth Rodman-Mandel                                   5/4/95
BOULDER FINANCIAL GROUP             Managing Partner          Date
Elizabeth Rodman-Mandel 

Basic Info X:

Name: CONSULTANCY AGREEMENT
Type: Consultancy Agreement
Date: May 19, 1995
Company: HEALTHWATCH INC
State: Minnesota

Other info:

Date:

  • May 1 , 1995
  • June 1 , 1995

Organization:

  • HealthWatch of 2445 Cades Way Vista
  • Securities and Exchange Commission
  • Time and Energies
  • HealthWatch 2445 Cades Way Vista
  • Boulder Financial Group 595 Utica Avenue Boulder
  • American Arbitration Association
  • Elizabeth Rodman-Mandel 5495 BOULDER FINANCIAL GROUP Managing Partner Date Elizabeth Rodman-Mandel

Location:

  • Utica Avenue
  • Boulder
  • U.S.
  • California
  • Colorado

Money:

  • $ 1,500.00 Dollars
  • $ .30

Person:

  • John D. Greenbaum