UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

AMENDMENT No. 1 to

|                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------- | ------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2003

Commission file number 0-28701

HealthGate Data Corp.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                           |  | 04-3220927(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|25 Corporate Drive, Suite 310, Burlington, Massachusetts(Address of principal executive offices) |  | 01803(Zip Code)                               
|Registrant's telephone number, including area code: (781) 685-4000                              

The
undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the fiscal year ended December 31, 2003 on
Form 10-K as set forth in the pages attached hereto:

Items
10, 11, 12, 13 and 14. Directors and Executive Officers of the Registrant; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters; Certain Relationships and Related Transactions; Principal Accountant Fees and Services, respectively. The information required by these Items is filed herewith by amendment
pursuant to Rule 12b-15.

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                     |  | HealthGate Data Corp.
|-------------------- |  | ---------------------
|Date: April 29, 2004 |  | By:                  
|Date: April 29, 2004 |  | By:                  
|Date: April 29, 2004 |  | By:                  



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ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The
following table sets forth certain information regarding HealthGate's directors and executive officers as of March 31, 2004.

|Name                           |  | Age |  | Position                                                                 
|------------------------------ |  | --- |  | -------------------------------------------------------------------------
|William S. Reece               |  | 38  |  | Chairman of the Board of Directors, President and Chief Executive Officer
|Veronica Zsolcsak              |  | 53  |  | Chief Financial Officer, Treasurer and Secretary                         
|Paul L. Harman                 |  | 47  |  | Vice President, Business Development                                     
|Jonathan J.G. Conibear(2)      |  | 52  |  | Director                                                                 
|Edson D. de Castro(1)          |  | 65  |  | Director                                                                 
|David Friend(1)(3)             |  | 55  |  | Director                                                                 
|Harry R. Jacobson, M.D.(2)(3)  |  | 56  |  | Director                                                                 
|William G. Nelson, Ph.D.(1)(3) |  | 69  |  | Director                                                                 
|Ford S. Worthy, JD(2)          |  | 47  |  | Director                                                                 

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William S. Reeceis a founder of HealthGate and has served as a member of HealthGate's board of directors and as President and Chief
Executive Officer since the Company's inception in 1994. Mr. Reece has served as the Chairman of the Board of Directors since December 1994. From 1988 to 1994, Mr. Reece served in
several positions, including Vice President, Sales and Marketing, Manager of U.S. Sales and Marketing Representative at PaperChase, a medical literature retrieval software company owned by Beth Israel
Hospital in Boston.

Veronica Zsolcsakhas served as HealthGate's Chief Financial Officer, Treasurer and Secretary since September 2000. Previous to her
joining HealthGate, from January 2000 to September 2000, Ms. Zsolcsak was Chief Financial Officer of Infinium, Inc. a provider of financial software applications. During
1999, Ms. Zsolcsak served as Vice President of Operations for Renaissance Worldwide, Inc., a business and technology consulting services company. From 1996 to 1998 Ms. Zsolcsak
was Chief Financial Officer of Town & Country Corporation. She has also served as Chief Financial Officer and Vice President of
Finance at DRI/McGraw-Hill (1990 to 1993) and held senior financial positions at Wang (1982-1990) and Digital Equipment Corporation (1977 to 1982).

Paul L. Harmanjoined HealthGate in 1997 and has held several titles and positions, including Managing Director, HealthGate
Europe Ltd. (1997 to 1999), Vice President, activePress (1999 to 2000), Vice President, Information Technology and Software Development (2000 to 2003), and Vice President, Business Development
(beginning in January 2004). Prior to joining HealthGate, Mr. Harman had six years experience in the medical publishing industry, including serving as Managing Director for Compact
Information Ltd (UK) (owned by Blackwell Science Ltd.) from 1994 to 1997 and as International Sales Director for Adonis BV (Netherlands) from 1991 to 1994. Prior to that
Mr. Harman worked for Sony Corporation as a Corporate Planning Manager in Sony's European Headquarters

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(from
1990 to 1991) and for The Harper Group (from 1979 to 1990) developing on-line software for the international freight forwarding and logistics industry.

Jonathan J. G. Conibearhas served as a member of HealthGate's Board of Directors since December 1996. In October 2001,
Mr. Conibear became a managing director of Taylor and Francis, a United Kingdom academic research publisher. From 1986 to September 2001, Mr. Conibear served as Executive Director
of Blackwell Science, Ltd., the largest publisher of medical societies' journals and one of the world's largest medical publishers, with headquarters in Oxford, U.K. From 1985 to 1997,
Mr. Conibear had other responsibilities with Blackwell Science, including President, Blackwell Science Inc., Blackwell's U.S. subsidiary, Chair, Blackwell's Asian subsidiary, and Sales
Director. From 1974 to 1985, Mr. Conibear served in various positions with Oxford University Press.

Edson D. de Castrohas served as a member of HealthGate's Board of Directors since December 1994. Since 1997, Mr. de Castro
has been a self-employed business consultant. From 1992 to 1997, Mr. de Castro was Chairman of Xenometrix, Inc., a biotechnology company. From 1989 to 1990, Mr. de Castro was
Chairman of the Board of Directors of Data General Corporation. From 1968 to 1989, Mr. de Castro served as President and Chief Executive Officer of Data General. Mr. de Castro is a
director of AVAX Technologies, Inc., a biopharmaceutical company, and a director of VCampus Corp., a publisher of educational courseware for Internet training programs. Mr. de Castro is
also a trustee of Boston University and a Member of the Clark University Graduate School of Management Advisory Council. Mr. de Castro is also a Member of the Corporation of Partners Healthcare
System, Inc.

David Friendhas served as a member of HealthGate's Board of Directors since April 1995. He is a Partner with the venture capital
firm Orchid Partners. From 1999 to 2003, Mr. Friend was president and CEO of Sonexis, Inc., a telecommunications hardware company where he is currently the Chairman of the Board. From
1995 through December 1999, Mr. Friend served as Chairman of the Board of Directors of FaxNet Corp., a provider of messaging services to the telecommunications industry. During 1994 and
1995, Mr. Friend served as a lecturer at Massachusetts Institute of Technology. From 1983 to 1994, Mr. Friend served as Chairman of the Board of Directors of Pilot Software, an
international software firm. Mr. Friend has also been a director of GEAC Computer Corporation, Limited since 2001.

Harry R. Jacobson, M. D.has served as a member of HealthGate's Board of Directors since October 2003. Dr. Jacobson is Vice
Chancellor for Health Affairs and Professor of Medicine at Vanderbilt University Medical Center. In 1985, Dr. Jacobson joined the Vanderbilt faculty as Professor of Medicine and Director of the
Division of Nephrology. From 1978 to 1985, Dr. Jacobson was on the faculty of the University of Texas Southwestern Medical Center at Dallas. From 1976 to 1978, he served as Chief of the Renal
Section of the U.S. Army Surgical Research Center at Brooke Army Medical Center. Dr. Jacobson is a member of numerous professional organizations, including the Institute of Medicine of the
National Academy of Sciences, the American Society of Nephrology, the International Society of Nephrology, the American Society of Clinical Investigation, and the Association of American Physicians.
He is a founder of Renal Care Group and is a member of its Board of Directors. Dr. Jacobson has served as Chairman of EBM Solutions, Inc. since 1999.

William G. Nelson, Ph.D.has served as a member of HealthGate's Board of Directors since October 2000. Since 1990,
Dr. Nelson has been the Chairman of the Board of Directors of HarrisData Corp., a computer software company. Since 1999, Dr. Nelson has also been the Chairman of the Board of Directors
of Repository Technologies Inc., a computer software company. Dr. Nelson has been a director of GEAC Computer Corporation, Limited since 1988, additionally from June 1996 through
October 2000, Dr. Nelson served as the Chairman of the Board of Directors of GEAC, and from September 1996 until April 1999, he also served as its Chief Executive Officer
and President. Since 1986, Dr. Nelson has also served as a director of Manugistics Group, Inc., a provider of intelligent

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supply
chain optimization solutions for enterprises and evolving eBusiness trading networks. Since 2002, Dr. Nelson has served as a director of Catalyst International Inc., a supplier of
supply chain management software. Dr. Nelson is a General Partner with Orchid Partners, a venture capital firm. From December 1991 to December 1994, Dr. Nelson was
President and Chief Executive Officer of Pilot Software, Inc. Dr. Nelson also serves as a trustee of Swarthmore College.

Ford S. Worthy,has served as a member of HealthGate's Board of Directors since October 2003. Since 1997, Mr. Worthy has
been a Partner at A. M. Pappas & Associates, LLC, a venture capital firm. From 1995 until 1997, Mr. Worthy was a corporate and securities attorney for Womble Carlyle Sandridge &
Rice and was a member of that firm's Emerging Businesses practice group. Mr. Worthy is currently a director of EBM Solutions, Inc.

Executive
officers of HealthGate are elected by the board of directors on an annual basis and serve at the pleasure of the board of directors. There are no family relationships among any
of the Company's executive officers or directors.

Effective
with the closing of HealthGate's initial public offering in January 2000, the Company's board of directors was divided into three classes, each of whose members serve
for staggered three-year terms. One class of directors will be elected each year at the annual meeting of stockholders for a term
of three years. Mr. Conibear and Mr. Worthy presently serve as Class II Directors whose term expires at the annual meeting of stockholders in 2004; Mr. de Castro,
Mr. Reece and Dr. Jacobson presently serve as Class III Directors whose term expires at the annual meeting of stockholders in 2005; Mr. Friend and Dr. Nelson
presently serve as Class I Directors whose term expires at the annual meeting of stockholders in 2006. All directors will hold office until their successors have been duly elected and
qualified.

Audit Committee Financial Expert

The Board of Directors of HealthGate have determined that Mr. de Castro, Chairman of the Audit Committee, is an "audit committee financial expert," as
defined in the rules of the SEC, and is "independent" as defined in Rule 4200 (a)(15) of NASD's listing standards.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3, 4, and 5 furnished to HealthGate pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 (the "Exchange
Act") during and with respect to its most recent fiscal year, as well as written representations furnished to HealthGate by reporting persons, all persons subject to Section 16 of the Exchange
Act with respect to HealthGate have filed on a timely basis all reports required by Section 16(a) of the Exchange Act during the most recent fiscal year, except that due to a clerical error,
Dr. Jacobson's Form 4 reporting the open market purchase of a total of 1,483 shares of HealthGate common stock at $0.50 per share as custodian for his children and grandchildren on
November 3, 6, and 11, 2003 was filed on December 3, 2003.

Code of Ethics

In December 2003, the Board of Directors of HealthGate adopted a Code of Conduct and Ethics which is applicable to all employees, including the chief
executive officer, chief financial officer, chief accounting officer and controller. HealthGate's Code of Conduct and Ethics is posted on the Company's website at www.healthgate.com. HealthGate
intends to describe any amendments to its Code of Conduct and Ethics any waivers granted to HealthGate's chief executive officer, chief financial officer, chief accounting officer and controller under
the Code of Conduct and Ethics on the Company's website at www.healthgate.com.

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ITEM 11.    EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation paid to or earned by HealthGate's Chief Executive Officer and Chief Financial Officer, the two most highly
compensated executive officers of HealthGate at December 31, 2003 (the "Named Executive Officers") whose total salary and bonus exceeded $100,000 for services rendered to HealthGate in all
capacities during the year ended December 31, 2003.

|                                                       |  |                |  |   |                         |  |   | Long-term Compensation
|------------------------------------------------------ |  | -------------- |  | - | ----------------------- |  | - | ----------------------
|
|
|
|William S. Reece
President and Chief Executive Officer |  | 2003
2002
2001 |  | $ | 213,750
240,000
240,000 |  | $ | 

96,650            
|Veronica Zsolcsak
Chief Financial Officer              |  | 2003
2002
2001 |  |   | 205,313
225,000
225,000 |  |   | 

42,866            

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Option Grants in Year Ended December 31, 2003

The following table sets forth information concerning the individual grants of stock options to each of the Named Executive Officers who received grants during
the fiscal year ending December 31, 2003. All options were granted under HealthGate's 1994 Stock Option Plan.

|                  |  |         |  |       |   |       |  |          |  | Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Term(1)
|----------------- |  | ------- |  | ----- | - | ----- |  | -------- |  | -------------------------------------------------------------------------------------------------
|
|
|
|
|William S. Reece  |  | 150,000 |  | 24.42 | % | 0.055 |  | 01/29/08 |  | 2,279                                                                                            
|Veronica Zsolcsak |  | 120,000 |  | 19.54 | % | 0.055 |  | 01/29/08 |  | 1,823                                                                                            

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Aggregated Option Exercises In 2003 And 2003 Year-End Option Values

The following table sets forth certain information with respect to the number and value of option exercises in 2003 and unexercised options held by the Named
Executive Officers on December 31, 2003.

|                  |  |   |  |   |  | Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) |  |         |  |       
|----------------- |  | - |  | - |  | -------------------------------------------------------------------------- |  | ------- |  | ------
|
|
|
|William S. Reece  |  |  |  |  |  | 213,039                                                                    |  | 119,444 |  | 34,643
|Veronica Zsolcsak |  |  |  |  |  | 84,302                                                                     |  | 165,697 |  | 22,710

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Compensation of Directors

Directors of HealthGate who are also employees of the Company did not receive additional compensation for serving as Directors.

Beginning
in February 2003, each of HealthGate's non-employee Directors received $2,700 per quarterly Board of Directors' meeting attended, $450 per Committee meeting attended,
and $450 per monthly Board of Directors' conference call attended. This represents a 10% reduction in director fees.

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Directors
are also reimbursed, upon request, for expenses incurred in attending each Board of Directors' meeting.

Additionally,
as compensation for their services, each of HealthGate's non-employee Directors is granted stock options under the Company's 1994 Stock Option Plan. These options have an
exercise price equal to the Company's share price on the date of grant, vest quarterly in twelve equal installments based on continuing service as a director through each applicable quarter and have a
five year term.

In
2003, simultaneously with the reduction in cash fees payable to Directors, the number of options issued to non-employee Directors for their services was increased from 3,333 per year
(or 10,000 for a three year period) to 11,666 per year (or 35,000 for a three-year period). Accordingly, in January 2003 stock options for an additional 25,000 shares over a three year period
(which when combined with the previous grants of 3,333 annually provides for 11,666 shares annually) were granted for the continuing services of each of the six non-employee directors. The
January 2003 options were granted under HealthGate's 1994 Stock Option Plan, have an exercise price of $0.055 per share (which was the closing price for HealthGate's common stock as reported by
Over-the-Counter Bulletin Board at the time of grant), and like other non-employee director options vest quarterly over three years based on continuing service as a director and expire in five years
(January 2008).

Upon
their election to the Board of Directors in October 2003, each of Dr. Jacobson and Mr. Worthy were granted stock options for 35,000 shares of HealthGate's
Common Stock (which vest quarterly over 3 years). The exercise price of these options is $0.70, which is equal to the closing price for HealthGate's common stock as reported by the
Over-the-Counter Bulletin Board on the date of grant.

Employment Contracts, Termination of Employment, and Change-In-Control Arrangements

Under an employment agreement dated October 1, 1995, HealthGate agreed to employ Mr. Reece as Chairman of the Board, President and Chief Executive
Officer of HealthGate for a period of three years beginning on October 1, 1995, to be automatically renewed on an annual basis, unless either party does not wish to extend the employment
agreement, in which case the agreement will terminate three years from the applicable renewal date. Under the agreement, Mr. Reece's minimum base salary is subject to annual review by the Board
of Directors. Mr. Reece is also eligible to participate in any bonus programs HealthGate adopts. Mr. Reece's 2003 annual base salary was reduced to $216,000 in
February 2003. Mr. Reece voluntarily further reduced his annual base pay to $195,000 for the period October 16 through December 31, 2003. Mr. Reece did not receive
any bonuses under HealthGate's 2003 Executive Bonus Plan.

HealthGate
may terminate Mr. Reece's employment for malfeasance, nonfeasance or breach of the employment agreement, as determined by 75% of the Board of Directors. If the Company
terminates Mr. Reece's employment for malfeasance, nonfeasance or breach of the employment agreement, Mr. Reece will be entitled to receive a lump sum severance payment equal to
12 months' compensation at his then current base salary, the amount of any bonus paid to him in the previous contract year, and any accrued bonus through the date of termination, plus any
benefits to which he is entitled for 12 months following the date of termination. The Company may also terminate Mr. Reece's employment if Mr. Reece is convicted of a felony
involving HealthGate. If the Company terminates Mr. Reece's employment for conviction of a felony involving HealthGate, Mr. Reece will not be entitled to any further compensation under
the employment agreement, except as may be required by applicable law.

In
addition, Mr. Reece may elect to terminate the employment agreement for good reason or following a change in control of HealthGate. In the event Mr. Reece makes such an
election for good reason or as a result of a change in control, he will be entitled to a lump sum severance payment equal

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to
12 months' compensation at his then current base salary, any accrued bonus through the date of election, plus any benefits to which he is entitled for 12 months following the date of
election.

HealthGate
has agreed that if it terminates the employment of certain employees, including Veronica Zsolcsak, Chief Financial Officer, and Paul Harman, Vice President, Business
Development, without cause, the employee shall be entitled to severance payments comprising the employee's then current base salary and then current health care coverage for six months from the date
of termination.

Compensation Committee Interlocks and Insider Participation

None of HealthGate's executive officers serves as a member of the Board of Directors or compensation committee of any entity that has one or more of its executive
officers serving as a member of the Company's Board of Directors or Compensation Committee. HealthGate's Compensation Committee currently consists of Mr. Conibear, Dr. Jacobson and
Mr. Worthy, none of whom has ever been an officer or employee of HealthGate.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of HealthGate's Common Stock as of April 27, 2004 by: (a) each
person who the Company knows owns beneficially more than 5% of the Company's Common Stock; (b) each of the Company's Directors; (c) each of the Named Executive Officers; and
(d) all of the Company's Directors, nominees and executive officers as a group. Unless otherwise indicated, the mailing address for each person and business entity listed below is c/o
HealthGate Data Corp., 25 Corporate Drive, Suite 310, Burlington, MA 01803.

|Beneficial Owner                                                        |  | Shares Beneficially Owned |  | Percent Beneficially Owned(1) |  
|----------------------------------------------------------------------- |  | ------------------------- |  | ----------------------------- | -
|EBM Solutions, Inc.(2)
5409 Maryland Way, Suite 310
Brentwood, TN 37027 |  | 1,085,381                 |  | 18.7                          | %
|William S. Reece(3)                                                     |  | 781,535                   |  | 13.8                          | %
|Blackwell Science Ltd.(4)
Oxney Mead, Oxford
OX2 OEL, United Kingdom    |  | 673,990                   |  | 12.3                          | %
|Barry M. Manuel, M.D.(5)
65 Wellesley Road
Belmont, MA 02478            |  | 395,933                   |  | 7.2                           | %
|Ford S. Worthy(6)                                                       |  | 453,824                   |  | 8.1                           | %
|Harry R. Jacobson, M.D.(7)                                              |  | 235,288                   |  | 4.3                           | %
|David Friend(8)                                                         |  | 219,621                   |  | 4.0                           | %
|William G. Nelson, Ph.D.(9)                                             |  | 161,274                   |  | 2.9                           | %
|Veronica M. Zsolcsak(10)                                                |  | 104,999                   |  | 1.9                           | %
|Paul Harman(11)                                                         |  | 101,500                   |  | 1.8                           | %
|Edson D. de Castro(12)                                                  |  | 67,650                    |  | 1.2                           | %
|Jonathan J.G. Conibear(13)                                              |  | 21,667                    |  | *                             |  
|Executive Officers and directors as a group (9 persons)(14)             |  | 2,147,358                 |  | 35.1                          | %

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In June 1999, HealthGate entered into a development and distribution agreement with GE Medical Systems pursuant to which the Company agreed to develop GE
Medical Systems branded enhanced versions of the Company's CHOICE Web site product and granted GE Medical Systems a license to sell the Company's CHOICE Web site product. In June 2000, 2001 and
2002, the development and distribution agreement was renewed for additional one-year periods. GE Medical Systems made no payments to HealthGate pursuant to this agreement in 2002. In
February 2003, HealthGate entered into a settlement agreement with GE Medical Systems pursuant to which HealthGate paid GE Medical Systems approximately $70,000 for commissions due under this
development and distribution agreement for the calendar years 1999 through 2002. General Electric Company, including its affiliates, was a principal stockholder of HealthGate until May 2003.

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In
May 2003, HealthGate Data Corp. acquired 835,485 shares of its common stock from GE Capital Equity Investments, Inc. and 318,182 shares of its common stock from National
Broadcasting Company, Inc. (NBC). The 1,153,667 shares represented more than 19% of all HealthGate's outstanding shares. General Electric Company and NBC also agreed to cancel without exercise
warrants for the purchase of up to 463,266 shares of HealthGate common stock. As consideration for these shares and cancellation of the warrants, HealthGate did not pay cash, but rather transferred to
NBC all HealthGate's rights to its general unsecured claim against Medical SelfCare, Inc. ("SelfCare"). In December 2000 SelfCare had made an assignment for the benefit of creditors.
HealthGate had previously determined that a material recovery of its claim in the SelfCare liquidation was remote. At the time of the transaction, NBC was involved in litigation with SelfCare.

On
October 27, 2003, HealthGate acquired substantially all of the assets and certain liabilities of privately-held EBM Solutions, Inc. ("EBM Solutions"), a provider of
evidence-based medical guidelines and care management applications. In conjunction with the acquisition, HealthGate issued to EBM Solutions 752,048 shares of HealthGate's common stock and a warrant to
purchase an additional 333,333 shares of HealthGate's common stock with an exercise price of $1.20 per HealthGate share. In connection with the acquisition, certain stockholders of EBM Solutions
purchased from HealthGate 333,333 shares of HealthGate common stock for $1.20 per share. Through this acquisition HealthGate acquired 115 evidence-based clinical guidelines and related intellectual
property and technology. Harry R. Jacobson, M.D. and Ford S. Worthy, who are directors of EBM Solutions, were elected directors of HealthGate immediately following the closing of this transaction.
Harry R. Jacobson, M.D. is a 15.4% stockholder of EBM Solutions and purchased 55,556 shares of HealthGate common stock at $1.20 per share in the transaction. Ford S. Worthy is a partner of AMP&A
Management I, LLC, the general partner of A.M. Pappas Life Science Ventures I, L.P., which is a 30.4% stockholder of EBM Solutions, and which purchased 111,111 shares of HealthGate common stock
at $1.20 per share in the transaction. Vanderbilt University, where Harry R. Jacobson, M.D is Vice Chancellor for Health Affairs and Professor of Medicine at Vanderbilt University Medical Center, is a
15.4% stockholder in EBM Solutions and purchased 55,556 share of HealthGate common stock at $1.20 per share in the transaction.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth invoiced and estimated fees incurred by HealthGate from its principal accountant for the years ended December 31 2003 and
2002.

2003

2002Audit fees

$
223,695

$
200,370Audit-related fees (1)


39,050


7,365Tax fees (2)





14,300All other fees





Total

$
262,745

$
222,035


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In
April 2003, HealthGate's Audit Committee adopted Pre-Approval Policies and Procedures for Audit and Non-Audit Services. Pursuant to these policies and
procedures, the Audit Committee is to annually review and pre-approve the independent audit firm's year-end audit and new fiscal year quarterly reviews as well as other known or anticipated audit or
non-audit services. During the course of the year, the Audit Committee (or the Chairman of the Audit Committee, provided he or she reports such approval at the next Audit Committee meeting) may
pre-approve additional non-audit services that have not been pre-approved at the initial review.

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