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                                                                    EXHIBIT 10.1


                                 NON-NEGOTIABLE
                             CONVERTIBLE TERM NOTE


$3,000,000.00                                                 December 21, 1999
                                                               Atlanta, Georgia



         FOR VALUE RECEIVED, HIE, INC., a Georgia corporation ("Maker"),
promises to pay to the order of CYBEAR, INC., a Delaware corporation
("Holder"), in lawful money of the United States of America, the sum of THREE
MILLION AND NO/100 DOLLARS ($3,000,000.00), together with interest thereon, in
immediately available funds as directed by Holder, as hereinafter set forth:

         1.    Definitions. In addition to the words and phrases defined
elsewhere in this Non-Negotiable Convertible Term Note (this "Note"), each of
the following words and phrases shall have the meaning ascribed to it in this
Section 1:

         "Bankruptcy Code" shall mean the Bankruptcy Reform Act of 1978, as
amended from time to time.

         "Business Day" shall mean a day on which banks are required to be open
for business in Atlanta, Georgia and Miami, Florida.

         "Default" shall mean the occurrence of any event or condition which,
after satisfaction of any requirement for the giving of notice or the lapse of
time, or both, would become an Event of Default.

         "Loan" shall mean the $3,000,000 term loan evidenced by this Note.

         "Maturity Date" shall mean December 21, 2000.

         "Person" shall mean any individual, corporation, natural person, firm,
joint venture, partnership, trust, limited liability company, unincorporated
organization, government or any department or agency of any government.

         "Purchase Agreement" shall mean that certain Convertible Note and
Warrant Purchase Agreement, dated as of December 21, 1999, by and between the
Maker and the Holder, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

         "Solvent" shall mean, as to any Person, that such Person (a) has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage, (b) is able to pay its debts
as they mature and (c) owns property whose fair salable value is greater than
the amount required to pay its indebtedness.
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         "Transaction Documents" shall have the meaning given to such term in
the Purchase Agreement.

         2.    Maturity. The indebtedness evidenced hereby shall mature on the
Maturity Date, on which date the entire unpaid principal balance hereof,
together with accrued and unpaid interest thereon, shall become due and
payable.

         3.    Interest.

               (a)       The outstanding principal balance of the Loan shall
         bear interest at a rate per annum equal to seven and eight-tenths
         percent (7.8%) from and including the date of disbursement of such
         funds to (but not including) the day on which the principal balance of
         the Loan has been repaid in its entirety.

               (b)       Accrued interest shall be due and payable on the first
         Business Day of each calendar quarter for the preceding calendar
         quarter, commencing January 3, 2000. All unpaid principal and accrued
         but unpaid interest shall be due and payable in full on the Maturity
         Date, on the date of any prepayment or on the date of any conversion
         contemplated under Section 6 below.

               (c)       Interest hereunder shall be calculated on the basis of
         a 365-day year and the actual number of days elapsed.

         4.    Payments. Payments of both principal and interest shall be made
in lawful money of the United States of America in immediately available funds
at Holder's principal office or elsewhere as directed by Holder in writing,
without offset, deduction or counterclaim.

         5.    Prepayment. Upon at least ten (10) Business Days' prior written
notice to Holder (and subject to the Holder's conversion rights set forth in
Section 6 below), Maker may, at its option, prepay the Loan prior to the
Maturity Date, in whole (but not in part), on the date specified in such
notice, without premium or penalty. Such prepayment shall be accompanied by all
accrued and unpaid interest.

         6.    Right of Conversion by Holder.

         (a)   Conversion. The Holder may, at its option, as of either the
Maturity Date or on the date specified by the Maker as the date of prepayment
pursuant to Section 5 above (either such date, the "Conversion Date"), convert
this Note, in whole but not in part, into such number of fully paid and
nonassessable whole shares of the Maker's common stock, par value $0.01 per
share (the "Common Stock"), as may be determined by dividing the aggregate
outstanding principal amount of this Note by $3.19 (the "Conversion
Price")(which is the average price per share of the Common Stock for the ten
trading days prior to the date hereof), by surrender to the Maker, at the
address for the Maker specified in the Purchase Agreement, of this Note and an
executed Notice of Conversion in the form attached hereto as Exhibit A, duly
completed and



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executed on behalf of the Holder, no later than three (3) Business Days prior
to such Conversion Date.

         (b)   Adjustment Upon Changes in Common Stock. The number of shares of
Common Stock issuable upon conversion of this Note and the Conversion Price per
share of such shares shall be adjusted by the Maker proportionately to reflect
changes in the capitalization of the Maker as a result of any recapitalization,
reclassification, stock dividend, stock split, combination of shares, exchange
of shares or any other change in the Maker's capital structure which affects
holders of Common Stock generally. All adjustments described herein shall be
reflected on the Maker's stock ledger and the Holder shall receive written
notice thereof.

         (c)   Merger, Sale of Assets, etc. If, prior to the Maturity Date,
there shall be (i) a reorganization (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for in
Section 6(b) hereof), (ii) a merger or consolidation of the Maker with or into
another corporation in which the Maker is not the surviving entity, or a
reverse triangular merger in which the Maker is the surviving entity but the
shares of the Maker's capital stock outstanding immediately prior to the merger
are converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, or (iii) a sale or transfer of the Maker's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consolidation, sale or
transfer, lawful provision shall be made so that the holder of this Note shall
thereafter be entitled to receive upon conversion of this Note on the Maturity
Date, the number of shares of stock or other securities or property of the
successor corporation resulting from such reorganization, merger,
consolidation, sale or transfer that a holder of the shares deliverable upon
conversion of this Note would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Note had been
converted immediately before such reorganization, merger, consolidation, sale
or transfer, all subject to further adjustment for other future events as
provided in Section 6(b). The foregoing provision of this Section 6(c) shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of this Note. If the per share
consideration payable to the holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then
the value of such consideration shall be determined in good faith by the
Maker's Board of Directors. In all events, appropriate adjustments (as
determined in good faith by the Maker's Board of Directors) shall be made in
the application of the provisions of this Note with respect to the rights and
interests of the Holder after the transaction, to the end that the provisions
of this Note shall be applied after that event, as nearly as reasonably may be,
in relation to any shares or other property deliverable after that event upon
conversion of this Note.

         (d)   If, upon conversion of this Note, the Holder would be entitled
to acquire a fractional share of the Common Stock, such fractional share would
be disregarded, the number of shares issuable shall be rounded down to the next
lowest number of shares and the Holder shall be entitled to receive from the
Maker a cash payment equal to the product of the per share Conversion Price
multiplied by such fraction rounded to the nearest penny.



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         7.    Events of Default; Remedies. (a) The occurrence of any of the
following events or conditions shall constitute an Event of Default hereunder:

               (i)       Payment. Maker shall fail to make any payment of
principal when due and payable, or any payment of interest on the Loan when due
and payable, and such failure to pay interest shall continue for a period of
ten (10) days;

               (ii)      Misrepresentations. If Maker shall make any
representation or warranty in this Note, the Purchase Agreement, or in any
other Transaction Document which proves to have been untrue or misleading in
any material respect when made or furnished and which continues to be untrue or
misleading in any material respect.

               (iii)     Covenants. If Maker shall default in the observance or
performance of any covenant or agreement contained in Note (other than a
payment default), the Purchase Agreement or any other Transaction Document and
such default shall continue for a period of thirty (30) days or more after the
earlier of (y) notice from Holder to Maker or (z) the date such default first
becomes known to any officer of Maker.

               (iv)      Voluntary Bankruptcy. If Maker shall: (a) file a
voluntary petition or assignment in bankruptcy or a voluntary petition or
assignment or answer seeking liquidation, reorganization, arrangement,
readjustment of its debts, or any other relief under the Bankruptcy Code, or
under any other act or law pertaining to insolvency or debtor relief, whether
State, Federal, or foreign, now or hereafter existing; (b) enter into any
agreement indicating consent to, approval of, or acquiescence in, any such
petition or proceeding; (c) apply for or permit the appointment, by consent or
acquiescence, of a receiver, custodian or trustee of Maker or for all or a
substantial part of its property; (d) make an assignment for the benefit of
creditors; or (e) be unable or shall fail to pay its debts generally as such
debts become due, admit in writing its inability or failure to pay its debts
generally as such debts become due, or otherwise cease to be Solvent.

               (v)       Involuntary Bankruptcy. If there occurs (a) a filing
or issuance against Maker of an involuntary petition in bankruptcy or seeking
liquidation, reorganization, arrangement, readjustment of its debts or any
other relief under the Bankruptcy Code, or under any other act or law
pertaining to insolvency or debtor relief, whether State, Federal or foreign,
now or hereafter existing and either an order for relief is rendered in respect
thereof or such filing or issuance is not discharged or withdrawn within sixty
(60) days; (b) the involuntary appointment of a receiver, liquidator, custodian
or trustee of Maker or for all or a substantial part of its property and such
appointment is not discharged or withdrawn within sixty (60) days; or (c) the
issuance of a warrant of attachment, execution or similar process against all
or any substantial part of the property of Maker.

               (vi)      Suspension of Business. The dissolution of Maker or
the suspension of the transaction of the usual business of Maker.



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         (b)   Upon the occurrence and during the continuance of an Event of
Default, the entire unpaid balance of the principal debt, additional loans or
advances, and all other sums paid by Holder to or on behalf of Maker pursuant
to the terms of this Note shall at the option of Holder become immediately due
and payable without further notice or demand; and Holder may forthwith exercise
the remedies available to Holder at law and in equity; and one or more
executions may forthwith issue on any judgment or judgments obtained by virtue
thereof; and no failure on the part of Holder to exercise any of Holder's
rights hereunder shall be deemed a waiver of any such rights or of any default.

         8.    Software License. In connection with this Note and the Purchase
Agreement, the Maker and the Holder have entered into that certain HIE Master
License Agreement, dated as of December 21, 1999 (as amended, restated,
supplemented or otherwise modified from time to time, the "Software License
Agreement"), which provides, among other things, that if (i) the Holder does
not exercise its right to convert the principal amount of the Loan evidenced by
this Note into Common Stock pursuant to Section 6 hereof, and (ii) the Maker
shall fail to pay the principal amount owing hereunder on the Maturity Date,
and such failure shall continue for a period of thirty (30) days, the Holder
shall be granted a license to use and distribute certain software as more fully
described therein. Upon the Holder's written election to accept such license,
all of the Maker's obligations hereunder, including its obligation to repay the
principal and to pay all accrued and unpaid interest, shall automatically and
without further action terminate, and the Maker shall have no further
obligations hereunder.

         9.    Waiver. Maker hereby waives diligence, demand, presentment for
payment, notice of non-payment, protest, notice of dishonor, and notice of
protest and specifically consents to and waives notice of any renewals or
extensions of this Note, whether made to or in favor of Maker or any other
person or persons and hereby waives any defense by reason of extension of time
for payment or other indulgence (unless in writing signed by Holder) granted by
Holder.

         10.   Collection Expenses. If this Note is placed in the hands of an
attorney at law for collection by reason of default on the part of Maker, Maker
hereby agrees to pay to Holder, in addition to the sums stated above, the
reasonable costs of collection, including a reasonable sum as an attorney's
fee, whether or not suit is brought and, if suit is brought, at the trial and
appellate levels.

         11.   Modifications. No change, amendment, modification, consent or
waiver with respect to this Note shall be effective unless the same shall be in
writing and signed by the Maker and the Holder.

         12.   Severance. If any provision of this Note is held to be invalid
or unenforceable by a court of competent jurisdiction, the other provisions of
this Note shall remain in full force and effect and shall be liberally
construed in favor of Holder.

         13.   Time of the Essence. Time is of the essence with respect to all
of Maker's obligations and agreements under this Note.



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         14.   Successors and Assigns. This Note and all the provisions,
conditions, promises, and covenants hereof shall be binding in accordance with
the terms thereof upon Maker, its successors and assigns. Whenever used herein,
the word "Maker" shall be deemed to include the successors and assigns of
Maker, and the word "Holder" shall be deemed to include the successors and
assigns of Holder. This Note may not be assigned or otherwise transferred by
the Holder without the prior written consent of the Maker, nor may it be
assigned or otherwise transferred by the Maker without the prior written
consent of the Holder, and any purported assignment in contravention of such
prohibition, unless consented to in writing by the Maker or the Holder, as
applicable, shall be void.

         15.   NON-NEGOTIABILITY. THIS NOTE IS NON-NEGOTIABLE.

         16.   GOVERNING LAW; JURISDICTION. THIS NOTE AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. MAKER HEREBY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND OF
ANY GEORGIA STATE COURT SITTING IN ATLANTA, GEORGIA FOR THE PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE; AND (B) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, NOTHING HEREIN SHALL LIMIT THE RIGHT OF HOLDER TO BRING PROCEEDINGS
AGAINST MAKER IN THE COURTS OF ANY OTHER JURISDICTION WITHIN THE UNITED STATES
OF AMERICA.

         17.   WAIVER OF JURY TRIAL. AFTER REVIEWING THIS PROVISION
SPECIFICALLY WITH ITS RESPECTIVE COUNSEL, EACH OF MAKER AND HOLDER HEREBY
KNOWINGLY, INTELLIGENTLY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING BASED ON OR ARISING
OUT OF, UNDER, IN CONNECTION WITH, OR RELATING TO THIS NOTE, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF MAKER OR HOLDER. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR HOLDER TO MAKE THE LOAN TO MAKER.



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                  [Remainder of Page Intentionally Left Blank]



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         IN WITNESS WHEREOF, Maker has caused this Note to be executed under
seal the day and year first above written.


                                   "MAKER"

                                   HIE, INC.



                                   By:
                                       ----------------------------------------
                                       Name:  Robert I Murrie
                                       Title:  President



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                                   EXHIBIT A

                               CONVERSION NOTICE

                  (To Be Signed Only Upon Conversion of Note)

TO:      HIE, INC.

         The undersigned, the holder of the foregoing Note, hereby surrenders
such Note for conversion into [__________] shares of Common Stock of HIE, Inc.,
and requests that the certificates for such shares be issued in the name of,
and delivered to, __________________________, whose address is
_____________________________________________.


Dated:
      -----------------------------


                                       CYBEAR, INC.



                                       By:
                                          -------------------------------------


                                       Its:
                                           ------------------------------------


                                       ----------------------------------------
                                                       (Address)



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