Registration Rights Agreement

Registration Rights Agreement

by Healthcare.Com Corp
January 27th, 2000
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                                                                    EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or
modified from time to time, the "Registration Rights Agreement") is made as of
the 21st day of December 1999, by and between HIE, INC., a Georgia corporation
(the "Company"), and Cybear, Inc. a Delaware corporation ("Cybear").

                                   WITNESSETH:

         WHEREAS, the Company and Cybear have entered into that certain
Convertible Note and Warrant Purchase Agreement, dated as of the 21st day of
December, 1999 (the "Purchase Agreement");

         WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to
sell and issue to Cybear a convertible promissory note in the aggregate
principal amount of $3,000,000 (the "Note"), such Note to be convertible into
common stock, $.01 par value per share (the "Common Stock") of the Company as
specified in such Note;

         WHEREAS, pursuant to the Purchase Agreement, the Company also has
agreed to issue and sell to Cybear a warrant (the "Warrant") to purchase 47,022
shares of the Company's Common Stock; and

         WHEREAS, in order to induce Cybear to enter into the Purchase
Agreement, the Company has agreed to provide Cybear with certain rights with
respect to the registration of the Common Stock to be issued to Cybear pursuant
to Cybear's conversion of the Note and Cybear's exercise of the Warrant. Shares
of Common Stock issued upon such conversion or exercise may be referred to
herein as "Registrable Securities."

         NOW, THEREFORE, in consideration of the premises, the terms and
conditions herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         Section 1.        Definitions.

         "AFFILIATE" of any Person means any other Person directly or indirectly
         controlling, controlled by or under direct or indirect common control
         with such Person. For purposes of this definition, a Person shall be
         deemed to control another Person if such first Person possesses
         directly or indirectly the power to (i) vote 10% or more of the
         securities having ordinary voting power for the selection of directors
         of such Person or (ii) direct, or cause the direction of, the
         management and policies of the second Person, whether through the
         ownership of voting securities, by contract or otherwise.

         "COMMISSION" shall mean the Securities and Exchange Commission and any
         successor federal agency having similar powers.

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         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
         amended, and the rules and regulations thereunder.

         "HOLDERS" shall mean Cybear, and all other Persons holding Registrable
         Securities so long as Cybear or such other Person holds Registrable
         Securities. Unless otherwise provided in this Agreement, in each
         instance that a Holder is required to request or consent to or
         otherwise approve an action, such Holder will be deemed to have
         requested or consented to or otherwise approved such action if the
         Holders of a majority-in-interest of the Registrable Securities so
         request, consent or otherwise approve.

         "PERSON" this term shall be interpreted broadly to include any
         individual, sole proprietorship, partnership, joint venture, trust,
         unincorporated organization, association, corporation, company,
         institution, entity, party, or government (whether national, federal,
         state, county, city, municipal, or otherwise, including, without
         limitation, any instrumentality, division, agency, body, or department
         of any of the foregoing).

         "REGISTER," "REGISTERED," AND "REGISTRATION" refer to a registration
         effected by preparing and filing a registration statement in compliance
         with the Securities Act, and the declaration or ordering of the
         effectiveness of such registration statement.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations thereunder.

         Section 2.   Piggyback Registration.

                  (a) If the Company proposes to register any Common Stock to be
issued by it or held by any other person in a public offering under the
Securities Act, on a form and in a manner which would permit registration of
Common Stock for sale to the public under the Securities Act (specifically
excluding any registration by the Company in connection with (1) a dividend
reinvestment, stock option, stock purchase or similar plan, (2) a transaction
pursuant to Rule 145 under the Securities Act, or (3) a merger, acquisition or
exchange offer on Form S-4 or any successor form), on each such occasion, the
Company shall as promptly as practicable but in no event later than ten (10)
days prior to the proposed filing date of the registration statement give
written notice (the "Notice") to the Holders of its intention to effect such
registration, and the Holders shall be entitled, on each such occasion, to
request to have all or a portion of the Registrable Securities included in such
registration statement. Upon the written request of the Holders that the Company
include any Registrable Securities in such registration statement (which request
shall state the number of Registrable Securities for which registration is
sought), given within ten (10) days after the giving of the Company's Notice,
the Company, subject to the rights of holders of the outstanding securities of
the Company having superior registration rights, shall use its reasonable
efforts to cause such Registrable Securities to be so included in the offering
covered by such registration statement, subject to the limitations hereinafter
set forth. Any registration statement filed by the Company may be withdrawn at
any time at the discretion of the Company.


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                  (b) The registration of some or all of such Registrable
Securities pursuant to this Section 2 may be conditioned or reduced if, in the
case of a registration statement which also includes shares to be sold for the
account of the Company in an underwritten offering, in the judgment of the
managing underwriter of such proposed offering, inclusion thereof in such
registration statement will have an adverse impact on the marketing of the
securities to be offered by the Company. The amount of Registrable Securities to
be offered for the accounts of all Holders requesting to be included may reduced
proportionately to the extent necessary to reduce the total amount of securities
to be included in the offering to the amount recommended by such managing
underwriter (which may be zero, if recommended by such managing underwriter);
provided, however, that any such reduction shall be applied first to any shares
proposed to be sold by management of the Company in such underwritten offering.

                  (c) The Company shall not be obligated to honor any request by
a Holder under this Section 2 if the Holder could then sell under Rule 144
promulgated under the Securities Act the number of Registrable Securities the
Holder proposes to have registered under Section 2, provided that the Company
shall take reasonable actions to assist Holder in effecting sales pursuant to
Rule 144.

         Section 3.   Registration Procedures and Obligations.

                  (a) If and whenever the Company is obligated hereunder to
effect the registration of any Registrable Securities under the Securities Act,
the Company shall:

                           (i)  Prepare and file with the Commission a
                  registration statement with respect to such securities on such
                  form as the Company deems appropriate and is permitted or
                  qualified to use and shall use all reasonable efforts to cause
                  such registration statement to become effective as soon a
                  practicable and to keep such registration effective until the
                  earlier of (A) the date when all Registrable Securities
                  covered by the registration statement have been sold or (B)
                  ninety (90) days from the effective date of the registration
                  statement plus any period during which the Holders of
                  Registrable Securities are obligated to refrain from selling
                  pursuant to Section 4(b) hereof; provided, that the
                  preparation and filing of the registration statement may be
                  delayed in the sole discretion of the Company, without
                  prejudice to the rights of the Holders pursuant to Section 2.

                           (ii) Furnish to the Holders at a reasonable time
                  prior to the filing thereof with the Commission a copy of the
                  registration statement in the form in which the Company
                  proposes to file the same; not later than one day prior to the
                  filing thereof, a copy of any amendment (including any
                  post-effective amendment) to such registration statement; and
                  promptly following the effectiveness thereof, a conformed copy
                  of the registration statement as declared effective by the
                  Commission and of each post-effective amendment thereto,
                  including financial statements and all exhibits and reports
                  incorporated therein by reference.

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                           (iii) Furnish to the Holders such number of copies of
                  such registration statement, each amendment thereto, the
                  prospectus included in such registration statement (including
                  each preliminary prospectus), each supplement thereto and such
                  other documents as they may reasonably request in order to
                  facilitate the disposition of the Registrable Securities owned
                  by them.

                           (iv)  Use all reasonable efforts to register and
                  qualify the Registrable Securities covered by the registration
                  statement under such other securities laws of such
                  jurisdictions as shall be reasonably requested by the Holders
                  and do any and all other acts and things which may be
                  reasonably necessary or advisable to enable the Holders to
                  consummate the disposition of the Registrable Securities owned
                  by the Holders in such jurisdictions; provided, however, that
                  the Company shall not be required in connection therewith or
                  as a condition thereto to qualify to transact business or to
                  file a general consent to service of process in any such
                  states or jurisdictions, or to maintain the effectiveness of
                  any such registration or qualification for any period during
                  which it is not required to maintain the effectiveness of the
                  related registration statement under the Securities Act.

                           (v)   Promptly notify the Holders of the happening of
                  any event as a result of which the prospectus included in such
                  registration statement contains an untrue statement of a
                  material fact or omits any fact necessary to make the
                  statements therein not misleading and, at the request of the
                  Holders, and subject to the further provisions of Section
                  4(b), the Company will prepare a supplement or amendment to
                  such prospectus so that, as thereafter delivered to the
                  purchasers of such Registrable Securities, such prospectus
                  will not contain an untrue statement of a material fact or
                  omit to state any fact necessary to make the statements
                  therein not misleading.

                           (vi)  Enter into such customary agreements in form
                  and substance satisfactory to the Company and take such other
                  customary actions as may be reasonably requested in order to
                  expedite or facilitate the disposition of such Registrable
                  Securities.

                           (vii) Make reasonably available for inspection by the
                  Holders pursuant to such registration statement and any
                  attorney or accountant retained by the Holders, all financial
                  and other records, pertinent corporate documents and
                  properties of the Company, and use all reasonable efforts to
                  cause the officers, directors, employees and independent
                  accountants of the Company to supply all information
                  reasonably requested by the Holders, its attorney or its
                  accountant in connection with such registration statement, in
                  each case as and to the extent necessary to permit the Holders
                  to conduct a reasonable investigation within the meaning of
                  the Securities Act. To minimize disruption and expense to the
                  Company during the course of the registration process, the
                  Holders shall, to the extent practicable, coordinate
                  investigation and due diligence efforts hereunder


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                  and, to the extent practicable, will act through a single set
                  of counsel and a single set of accountants and will enter into
                  confidentiality agreements with the Company in form and
                  substance reasonably satisfactory to the Company and the
                  Holders prior to receiving any confidential or proprietary
                  information of the Company.

                           (viii) Promptly notify the Holders of the following
                  events and (if requested by the Holders) confirm such
                  notification in writing: (w) the filing of the prospectus or
                  any prospectus supplement and the registration statement and
                  any amendment or post-effective amendment thereto and, with
                  respect to the registration statement or any post-effective
                  amendment thereto, the declaration of the effectiveness of
                  such documents, (x) any requests by the Commission for
                  amendments or supplements to the registration statement or the
                  prospectus or for additional information, (y) the issuance or
                  threat of issuance by the Commission of any stop order
                  suspending the effectiveness of the registration statement or
                  the initiation of any proceedings for that purpose, and (z)
                  the receipt by the Company of any notification with respect to
                  the suspension of the qualification of the Registrable
                  Securities for sale in any jurisdiction or the initiation or
                  threat of initiation of any proceeding for such purpose.

                           (ix)   Cooperate with the Holders to facilitate the
                  timely preparation and delivery of certificates representing
                  the Registrable Securities to be sold and not bearing any
                  restrictive legends, and enable such Registrable Securities to
                  be in such lots and registered in such names as the Holders
                  may request at least two (2) business days prior to any
                  delivery of the Registrable Securities to the purchaser.

                           (x)    Prior to the effectiveness of the registration
                  statement and any post-effective amendment thereto, (A) make
                  such representations and warranties to the Holders and the
                  underwriters, if any, with respect to the Registrable
                  Securities and the registration statement as are customarily
                  made by issuers in similar underwritten offerings; (B) deliver
                  such documents and certificates as may be reasonably requested
                  (1) by the Holders, and (2) by the underwriters, if any, to
                  evidence compliance with clause (A) above and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company; and (C) obtain
                  opinions of counsel to the Company (which counsel and which
                  opinions shall be reasonably satisfactory to the underwriters,
                  if any), covering the matters customarily covered in opinions
                  requested in underwritten offerings.

                           (xi)   Otherwise use its best efforts to comply with
                  all applicable rules and regulations of the Commission, and
                  make generally available to its security holders an earnings
                  statement satisfying the provisions of Section 11(a) of the
                  Securities Act, no later than forty-five (45) days after the
                  end of any twelve-month period (or no later than ninety (90)
                  days, if such twelve-month period is a fiscal year) beginning
                  with the first month of the fiscal quarter of the Company


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                  commencing after the effective date of the registration
                  statement, which statements shall cover such twelve-month
                  periods.

                           (xii)  Use all reasonable efforts to list the
                  Registrable Securities on the Nasdaq Stock Market (or other
                  exchange on which the common stock of the Company is then
                  traded) and to maintain such listing throughout the effective
                  period of the registration statement. The Company shall pay
                  all fees and expenses of such listing.

                  (b) The Company's obligations with respect to and compliance
         with the registration statement provisions set forth herein shall be
         expressly conditioned upon the Holder's compliance with the following:

                          (i)     the Holders shall cooperate with the Company
                  in connection with the preparation of the registration
                  statement, and for so long as the Company is obligated to keep
                  the registration statement effective, shall provide to the
                  Company, in writing, for use in the registration statement,
                  all such information regarding the Holders and the plan(s) of
                  distribution of the Registrable Securities as may be necessary
                  to enable the Company to prepare the registration statement
                  and prospectus covering the Registrable Securities, to
                  maintain the currency and effectiveness thereof and otherwise
                  to comply with all applicable requirements of law in
                  connection therewith.

                          (ii)    During such time as the Holders may be engaged
                  in a distribution of the Registrable Securities, the Holders
                  shall comply with Regulation M promulgated under the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), and pursuant thereto, shall, among other things: (A)
                  not engage in any stabilization activity in connection with
                  the securities of the Company in contravention of the rules
                  comprising Regulation M; (B) distribute the Registrable
                  Securities solely in the manner described in the registration
                  statement; (C) cause to be furnished to each broker through
                  whom the Registrable Securities may be offered, or to the
                  offeree if an offer is not made through a broker, such copies
                  of the prospectus and any amendment or supplement thereto and
                  documents incorporated by reference therein as may be required
                  by law; and (D) not bid for or purchase any securities of the
                  Company or attempt to induce any person to purchase any
                  securities of the Company other than as permitted under the
                  Exchange Act.

                  (c) The Company shall bear the expenses of registration of the
Registrable Securities pursuant to Section 2; provided, however, that each of
the Holders shall be responsible for the fees and expenses of its own counsel,
its own accountants and other experts retained by it with respect to such
registration and resales, all underwriting discounts or brokerage fees or
commissions relating to the sale of the Registrable Securities, and all transfer
taxes and other similar expenses of the sale of the Registrable Securities.


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         Section 4.   Holdback Agreements.

                  (a) Notwithstanding any provision herein to the contrary, in
the event the Company notifies the Holders, in writing and no later than ten
(10) days prior to the proposed filing date that the Company intends to file a
registration statement in connection with an underwritten offering of any of its
capital stock, the Holders shall refrain from selling or otherwise distributing
any Registrable Securities within the period beginning up to seven days prior to
the effective date of such registration statement (or on such later date that
the Company notifies the Holders, in writing, that such period has begun) and
ending up to 120 days after such effective date (or on such earlier date that
the Company notifies the Holders that such period has ended) (the "Offering
Restricted Period").

                  (b) Notwithstanding anything set forth herein to the contrary,
if the registration statement filed by the Company pursuant to Section 2 hereof
is a shelf registration statement, each of the Holders agrees that it will give
the Company prior oral notice, directed to its Chief Executive Officer or its
Chief Financial Officer, confirmed immediately in writing by facsimile
transmission, of its intention to sell any Registrable Securities under such
shelf registration statement, which notice shall be given not less than two (2)
days in advance of any such proposed sale. In the event that the Company
thereafter informs the Holders that there exist bona fide financing, acquisition
or other plans of the Company or other matters which would require disclosure by
the Company of information, the premature disclosure of any of which would
adversely affect or otherwise be detrimental to the Company, or that the Company
desires to amend the registration statement or to supplement the prospectus in
order to disclose material information required to be disclosed in the
prospectus in order to correct an untrue statement of a material fact or to
disclose an omitted fact that is required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, the Holders shall refrain from selling Registrable Securities until
the earlier to occur of the date (x) the Company notifies the Holders that it
has filed with the Commission an amendment or supplement to the prospectus
included in the shelf registration statement, or (y) the Company notifies the
Holders that the potentially disclosable event no longer exists and that the
prospectus included in the shelf registration statement does not contain an
untrue statement of material fact or omit to state any fact necessary to make
the statements therein not misleading (each of which is a "Disclosure Restricted
Period"). The Company's obligation under Section 2 to keep a shelf registration
statement filed pursuant to Section 2 current and effective shall be extended
for a number of days equal to the Disclosure Restricted Period, or, if earlier,
until the date on which all of the Registrable Securities have been disposed of.

         Section 5.   Indemnification and Contribution.

                  (a) By the Company. In connection with the registration under
the Securities Act of the Registrable Securities, the Company shall indemnify
and hold harmless the Holder(s) and each other person, if any, who controls any
of the Holder(s) within the meaning of Section 15 of the Securities Act
("controlling persons"), against any expenses, losses, claims, damages,
liabilities or costs (including without limitation court costs and attorneys'
fees), joint or several (or actions in respect thereof) ("Losses"), to which
each such indemnified party may

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become subject, under the Securities Act or otherwise, but only to the extent
such Losses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained, on the effective date thereof,
in any registration statement under which the Registrable Securities were
registered under the Securities Act, in any preliminary prospectus (if used
prior to the effective date of such registration statement) or in any final
Prospectus or in any post-effective amendment or supplement thereto (if used
during the period the Company is required to keep the registration statement
effective) (the "Disclosure Documents"), or (ii) any omission or alleged
omission to state in any of the Disclosure Documents a material fact required to
be stated therein or necessary to make the statements made therein not
misleading, or (iii) any violation of any federal or state securities laws or
rules or regulations thereunder committed by the Company in connection with the
performance of its obligations under this Agreement; and the Company will
reimburse each such indemnified party for all legal and other expenses
reasonably incurred by such party in investigating or defending against any such
claims, whether or not resulting in any liability, or in connection with any
investigation or proceeding by any governmental agency or instrumentality with
respect to any offering of securities pursuant to this Agreement; provided,
however, that the Company shall not be liable to an indemnified party or any
other Holder(s) or controlling person of any other Holder(s) in any such case to
the extent that any such Losses arise out of or are based upon (i) an untrue
statement or omission or alleged omission (x) made in any such Disclosure
Documents in reliance upon and in conformity with written information furnished
to the Company by such indemnified party for use therein, or (y) made in any
preliminary prospectus if a copy of the final Prospectus was not delivered to
the person alleging any loss, claim, damage or liability for which Losses arise
at or prior to the written confirmation of the sale of the Registrable
Securities to such person and the untrue statement or omission concerned had
been corrected in such final Prospectus and copies thereof had timely been
delivered by the Company to such indemnified party, or (z) made in any
Prospectus used by such indemnified party if a court of competent jurisdiction
finally determines that at the time of such use such indemnified party had
actual knowledge of such untrue statement or omission; or (ii) the use of any
Prospectus after such time as the Company has advised such indemnified party in
writing that the filing of a post-effective amendment or supplement thereto is
required, except the Prospectus as so amended or supplemented, or the use of any
Prospectus after such time as the obligation of the Company to keep the same
current and effective has expired. In determining the actual knowledge of an
indemnified party for purposes of clause (i)(z) above, the actual knowledge
(without any requirement of due inquiry) of a controlling person of any Holder
who is also a director of such Holder shall be imputed to such Holder (and its
other controlling persons).

                  (b) By the Holder(s). In connection with the registration
under the Securities Act of the Registrable Securities of the Holder(s) pursuant
to this Agreement, the Holder(s) receiving the Registrable Securities shall,
severally, indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed such registration statement and each other
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, and each other Holder(s) and each controlling person of such
Holder(s) against any Losses to which such indemnified party may become subject
under the Securities Act or otherwise, but only to the extent such Losses arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
any material fact contained in any of the Disclosure


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Documents or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if the statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by such
indemnifying party for use therein; (ii) the use by such indemnifying party of
any Prospectus after such time as the Company has advised such indemnifying
party in writing that the filing of a post-effective amendment or supplement
thereto is required, except the Prospectus as so amended or supplemented, or
after such time as the obligation of the Company to keep the registration
statement effective and current has expired, or (iii) any information given or
representation made by such indemnifying party in connection with the sale of
the Registrable Securities which is not contained in and not in conformity with
the Prospectus (as amended or supplemented at the time of the giving of such
information or making of such representation); and such indemnifying party shall
reimburse each such indemnified party for all legal and other expenses
reasonably incurred by such party in investigating or defending against any such
claims, whether or not resulting in any liability, or in connection with any
investigation or proceeding by any governmental agency or instrumentality
relating to any such claims with respect to any offering of securities pursuant
hereto.

                  (c) Actions Commenced. If a third party commences any action
or proceeding against an indemnified party related to any of the matters subject
to indemnification under subsections (a) or (b) hereof, such indemnified party
shall promptly give notice to the indemnifying party in writing of the
commencement thereof, but failure so to give notice shall not relieve the
indemnifying party from any liability which it may have hereunder unless the
indemnifying party is prejudiced thereby.

                      The indemnifying party shall be entitled to control the
defense or prosecution of such claim or demand in the name of the indemnified
party, with counsel satisfactory to the indemnified party, if it notifies the
indemnified party in writing of its intention to do so within 20 days of its
receipt of the notice from the indemnified party without prejudice, however, to
the right of the indemnified party to participate therein through counsel of its
own choosing, which participation shall be at the indemnified party's expense
unless (i) the indemnified party shall have been advised by its counsel that use
of the same counsel to represent both the indemnifying party and the indemnified
party would represent a conflict of interest (which shall be deemed to include
any case where there may be a legal defense or claim available to the
indemnified party which is different from or additional to those available to
the indemnifying party), in which case the indemnifying party shall not have the
right to direct the defense of such action on behalf of the indemnified party,
or (ii) the indemnifying party shall fail vigorously to defend or prosecute such
claim or demand within a reasonable time. Whether or not the indemnifying party
chooses to defend or prosecute such claim, the parties hereto shall cooperate in
the prosecution or defense of such claim and shall furnish such records,
information and testimony and attend such conferences, discovery proceedings,
hearings, trials and appeals as may be requested in connection therewith. The
indemnifying party shall not, in the defense of such claim or any litigation
resulting therefrom, consent to entry of any judgment against the indemnified
party (or settle any claim involving an admission of fault on the part of the
indemnified party), except with the consent of the indemnified party (which
consent shall not be unreasonably withheld).


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                  (d) Contribution. If the indemnification provided for in
subsections (a) or (b) is unavailable to or insufficient to hold the indemnified
party harmless under subsections (a) or (b) above in respect of any Losses
referred to therein for any reason other than as specified therein, then the
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and such indemnified party on the other in connection with the statements
or omissions which resulted in such Losses, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by (or omitted to be supplied by) the Company or
the Holder(s) and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by an indemnified party as a result of the Losses referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

         Section 6. Available Information. The Company shall take such
reasonable action and file such information, documents and reports as shall be
required by the Commission as a condition to the availability of Rule 144 and
Rule 144A promulgated under the Securities Act, or any successor provisions.

         Section 7. Amendments and Waivers. Any provision of this Registration
Rights Agreement may be amended, supplemented, waived, discharged or terminated
by a written instrument signed by the Company and the Holders of not less than a
majority of the aggregate outstanding Registrable Securities, voting as a single
group.

         Section 8. Specific Performance. The parties agree that irreparable
damage will result in the event that the obligations of the Company under this
Registration Rights Agreement are not specifically enforced, and that any
damages available at law for a breach of any such obligations would be
inadequate. Therefore, the Holders of the Registrable Securities shall have the
right to specific performance by the Company of the provisions of this
Registration Rights Agreement, and appropriate injunctive relief may be applied
for and granted in connection therewith. The Company hereby irrevocably waives,
to the extent that it may do so under applicable law, any defense based on the
adequacy of a remedy at law which may be asserted as a bar to the remedy of
specific performance in any action brought against the Company for specific
performance of this Registration Rights Agreement by the Holders of Registrable
Securities. Such remedies and all other remedies provided for in this
Registration Rights Agreement shall, however, be cumulative and not exclusive
and shall be in addition to any other remedies which may be available under this
Registration Rights Agreement.


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         Section 9. Notices.

         (a) Any notice or demand to be given or made by the Holders of
Registrable Securities to or on the Company pursuant to this Registration Rights
Agreement shall be sufficiently given or made if sent by registered mail, return
receipt requested, postage prepaid, addressed to the Company at 1850 Parkway
Place, Suite 1100, Marietta, Georgia 30067-8274, Attention: President.

         (b) Any notice to be given by the Company to the Holders of Registrable
Securities shall be sufficiently given or made if sent by registered mail,
return receipt requested, postage prepaid, addressed to such holder as such
Holder's name and address shall appear on the warrant register or the register
for the Common Stock, as the case may be.

         Section 10. Binding Effect. This Registration Rights Agreement shall be
binding upon and inure to the sole and exclusive benefit of the Company, its
successors and assigns, and the registered Holders from time to time of the
Registrable Securities.

         Section 11. Counterparts. This Registration Rights Agreement may be
executed in one or more separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

         Section 12. Georgia Law. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.



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         IN WITNESS WHEREOF the parties hereto have caused this Registration
Rights Agreement to be duly executed and delivered by their proper and duly
authorized officers, as of the date and year first above written.


                                           HIE, INC.



                                           By:
                                              ---------------------------------
                                              Robert I. Murrie
                                              President


                                           CYBEAR, INC.


                                           By:
                                              ---------------------------------
                                              Name: Jack S. Greenman
                                              Title:Executive Vice President and
                                                    Chief Financial Officer


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