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                                                                   EXHIBIT 10.17


Warrant No. S-1



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR
TRANSFER.


                  HEALTHDYNE INFORMATION ENTERPRISES, INC.

                           STOCK PURCHASE WARRANT

     THIS STOCK PURCHASE WARRANT (the "Warrant") is issued this 18th day of
December, 1996, by HEALTHDYNE INFORMATION ENTERPRISES, INC., a Georgia
corporation (the "Company"), to THE SOUTHERN VENTURE FUND II, L.P., a Delaware
limited partnership ("SVFII," which, together with any assignee or transferee
hereinafter referred to collectively as "Holder" or "Holders").

     1. Issuance of Warrant.  For and in consideration of the grant by SVFII to
the Company of an option to purchase all of the securities of Criterion Health
Strategies, Inc., a Tennessee corporation, held by SVFII pursuant to the terms
and conditions of that certain Option Agreement between SVFII and the Company
dated the date hereof, the Company hereby grants to Holder the right to
purchase 50,000 shares of the Company's common stock, $.01 par value per share
(the "Common Stock"), at the purchase price per share (the "Exercise Price")
set forth herein.  The shares of Common Stock issuable upon exercise of this
Warrant are hereinafter referred to as the "Warrant Shares."  The number of
Warrant Shares and the Exercise Price are subject to adjustment as provided in
Section 9 below.

     2. Term.  Subject to the terms and conditions set forth herein, this
Warrant shall be exercisable in whole or in part at any time and from time to
time from the date hereof until 5:00 p.m. Atlanta, Georgia time on December 13,
2003 (the "Expiration Date") and shall be void thereafter.

     3. Price.  The Exercise Price per share for which the Warrant Shares may
be purchased pursuant to the terms of this Warrant shall be $_____ per share,
as adjusted from time to time pursuant to Section 9 hereof.


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     4. Exercise.

        (a)    This Warrant may be exercised by the Holder hereof (but only on
the conditions hereinafter set forth) as to part or all of the Warrant
Shares by surrender of this Warrant and the Notice of Exercise attached hereto
as Exhibit A, duly completed and executed on behalf of the Holder, at the
office of the Company, 1850 Parkway Place, 11th Floor, Marietta, Georgia 30067,
or at such other address as the Company shall designate in a written notice to
the Holder hereof, together with a check acceptable and payable to the Company
in the amount of the Exercise Price times the number of Warrant Shares being
purchased.

        (b)    In lieu of exercising the Warrant by payment of the Exercise 
Price in cash pursuant to Section 4(a) above, the Holder shall have the
right to require the Company to convert the Warrant, in whole or in part and at
any time or times (the "Conversion Right"), into Warrant Shares, by surrender
to the Company of this Warrant and the Notice of Exercise attached hereto, duly
completed and executed by the Holder to evidence the exercise of the Conversion
Right.  Upon exercise of the Conversion Right, the Company shall deliver to the
Holder a certificate(s) representing that number of Warrant Shares which is
equal to the quotient obtained by dividing (x) the value of the number of
Warrants being converted at the date the Conversion Right is exercised
(determined by subtracting (A) the aggregate Exercise Price for all such
Warrants immediately prior to the exercise of the Conversion Right from (B) the
aggregate Fair Market Value (determined on the basis of the Fair Market Value
per share of Common Stock multiplied by that number of Warrant Shares
purchasable upon exercise of such Warrants immediately prior to the exercise of
the Conversion Right)), by (y) the Fair Market Value per share of Common Stock
on the date of exercise of the Conversion Right.  For purposes of this
calculation, the Fair Market Value per share of Common Stock shall be (i) if a
public market for the Company's Common Stock exists at the time of such
exercise, the average of the closing bid and asked prices of the Common Stock
quoted in the Over-The-Counter Market Summary or the last reported sales price
of the Common Stock or the closing price quoted on the Nasdaq National Market
or on any exchange on which the Common Stock is listed, whichever is
applicable, as published in The Wall Street Journal for the five (5) trading
days prior to the date of determination of Fair Market Value; or (ii) if there
is no public market for the Company's Common Stock, determined by the Company's
Board of Directors in good faith.  Any references in this Warrant to the
"exercise" of any Warrants, and the use of the term "exercise" herein, shall be
deemed to include (without limitation) any exercise of the Conversion Right.

        (c)    Upon exercise of this Warrant as aforesaid, the person entitled
to receive the Warrant Shares issuable upon such exercise shall be
treated for all purposes as the holder of record of such shares as of the close
of business on the date of exercise.  As promptly as practicable on or after
such date, and in any event within ten (10) days thereafter, the Company shall
execute and deliver to the Holder of this Warrant a certificate or certificates
for the total number of whole Warrant Shares for which this Warrant is being
exercised (net of any Warrant Shares applied upon exercise of the Conversion
Right), in such names and denominations as are requested by such Holder.  If
this Warrant shall be exercised with respect to less than all of the
Warrant Shares, the Company, at its expense, will issue to the Holder a new
Warrant covering


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<PAGE>   3



the number of Warrant Shares with respect to which this Warrant shall
not have been exercised, which new Warrant shall be identical to this Warrant
except for the number of shares remaining subject to the Warrant. If, upon
exercise of this Warrant, the Holder would be entitled to acquire a fractional
share of the Company's Common Stock, such fractional share shall be disregarded
and the number of shares subject to this Warrant shall be rounded down to the
next lower number of shares and the Holder shall be entitled to receive from
the Company a cash payment equal to the product of the per share Exercise Price
multiplied by such fraction rounded to the nearest penny.

        (d)     The Company will pay all documentary stamp taxes attributable
to the initial issuance of Warrant Shares upon the exercise of this
Warrant, provided that such certificates for such Warrant Shares are issued in
the name of SVFII or in the name of any partner of SVFII.  The Company shall
not be required to pay any tax or taxes which may be payable in respect of any
other transfer involved in the issue of any certificates for Warrant Shares and
the Company shall not be required to issue or deliver such certificates for
Warrant Shares unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

     5. Covenants and Conditions.  The above provisions are subject to the
following:

        (a)     The Holder of this Warrant and any transferee hereof or of the
Warrant Shares issuable upon exercise of this Warrant, by their
acceptance hereof or thereof, hereby (i) acknowledge that this Warrant has
been, and any Warrant Shares issuable upon exercise hereof will be, acquired
for investment purposes and not with a view to distribution or resale and (ii)
understand and agree that this Warrant and the Warrant Shares issuable upon the
exercise hereof, have not been registered under the Securities Act or any
applicable state securities laws ("Blue Sky Laws"), and may not be sold,
pledged, hypothecated or otherwise transferred without (i) an effective
registration statement for such Warrant under the Securities Act and such
applicable Blue Sky Laws, or (ii) an opinion of counsel reasonably satisfactory
to the Company that registration is not required under the Securities Act or
under any applicable Blue Sky Laws.  Transfer of the Warrant Shares issued upon
the exercise of this Warrant shall be restricted in the same manner and to the
same extent as the Warrant.  Each Warrant and each certificate representing
such Warrant Shares shall bear substantially the following legend (with such
changes therein as may be appropriate to reflect whether such legend refers to
a Warrant or Warrant Shares):

        THE WARRANT AND SHARES OF COMMON STOCK REPRESENTED BY THIS
        CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
        SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
        SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
        (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,



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            REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
            SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
            TRANSFER.

            (b) The Holder and the Company agree to execute such documents and
instruments as counsel for the Company reasonably deems necessary to effect the
compliance of the issuance of the Warrant and any Warrant Shares with
applicable federal and state securities laws, including compliance with
applicable exemptions from the registration requirements of such laws.

            (c) The Company covenants and agrees that all Warrant Shares which
may be issued upon exercise of this Warrant will, upon issuance and
payment therefor, be legally and validly issued and outstanding, fully paid and
nonassessable. The Company shall at all times reserve and keep available for
issuance upon the exercise of this Warrant such number of authorized shares of
Common Stock as will be sufficient to permit the exercise in full of this
Warrant.

     6.     Registration Rights.

            (a) Demand Rights.

                (i)   The Company agrees that if it receives from the Holder a
written request that the Company effect any registration with respect
to Warrant Shares on a shelf registration pursuant to Rule 415 of the
Securities and Exchange Commission (the "Commission"), the Company will as soon
as practicable use its best efforts to effect such registration (including,
without limitation, filing post-effective amendments, appropriate
qualifications under applicable Blue Sky Laws, and appropriate compliance with
the Securities Act) as would permit or facilitate the sale and distribution of
all or such portion of such Warrant Shares as are specified in such request. 
Such shelf registration shall not be deemed to provide for an underwritten
offering of the Warrant Shares pursuant to such registration statement.

                (ii)  The Company shall only be required to effect one (1)
registration of Warrant Shares pursuant to this Section 6(a), and the
provisions of Section 6(c) below shall apply.

                (iii) The Company, upon receipt of such request for
registration pursuant to Section 6(a)(i), will as promptly as
practicable prepare and file with the Commission a registration statement on
Form S-3 or on such other form as the Company determines in its sole discretion
to be available and appropriate for the registration under the Securities Act
of a secondary public offering.  The Company shall use reasonable efforts to
keep such registration statement current and continuously effective until the
earlier of (A) the date when all Warrant Shares covered by the registration
statement have been sold or (B) one year from the effective date of the
registration statement with respect to a shelf registration or (C) such time as
to which all of the Warrant Shares may be sold immediately by the Holder under
Rule 144 or any successor rule or regulation under the Securities Act.



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                (iv) Upon written notice to the Holder stating the reasons
therefor, the Company shall be entitled to postpone, for a reasonable
period of time not to exceed ninety (90) days, the filing of a registration
statement pursuant to this Section 6(a) if (A) such filing would occur prior to
ninety (90) days following the effective date of a registration statement
relating to an underwritten public offering of securities of the Company for
its own account, or (B) the Company would be required to undergo a special
interim audit in order to comply with such request, unless the Holder agrees to
bear the costs of such special interim audit, or (C) the Company determines, in
the good faith exercise of its reasonable business judgment, that such
registration and offering would materially interfere with bona fide financing,
acquisition or other plans of the Company or would require disclosure of
information, the premature disclosure of which would materially adversely
affect or otherwise be materially detrimental to the Company.  If the Company
postpones the filing of the registration statement, it shall promptly notify
the Holder in writing when the events or circumstances permitting such
postponement have ended.

     (b)        Piggyback Registration.

                (i)  If the Company shall propose the registration under the
Securities Act of an offering of any of its capital stock to be sold
for cash, whether or not for its own account, pursuant to a firm commitment
underwritten offering (other than a registration relating to either (A) a
dividend reinvestment, employee stock option, stock purchase or similar plan,
(B) a transaction pursuant to Rule 145 under the Securities Act, or (C) a
merger, consolidation or reorganization), the Company, on each such occasion,
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 Holder of its intention to effect such registration, and
the Holder shall be entitled, on each such occasion, to request to have all or
a portion  of the Warrant Shares included in such registration statement.  Upon
the written request of the Holder that the Company include any Warrant Shares
in such registration statement (which request shall state the number of Warrant
Shares for which registration is sought), given within ten (10) days after the
giving of the Company's Notice, the Company shall use its reasonable efforts to
cause such Warrant Shares to be so included in the offering covered by such
registration statement, subject to the limitations hereinafter set forth.

                (ii) The registration of some or all of such Warrant Shares
pursuant to this Section 6(b)(i) may be conditioned or restricted 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 good faith
exercise of the reasonable business 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 (provided that such conditions or restrictions apply on a proportional
basis not only to the Warrant Shares but also to all other securities to be
included other than those to be offered for the Company's own account).  If
such managing underwriter shall require that the number of Warrant Shares to be
offered by the Holder be reduced or eliminated, the Holder shall have the right
to withdraw its request for registration pursuant to this Section 6(b)(i).



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                (iii) The Company may, for any reason and without the consent
of the Holder determine at any time not to proceed with the
registration which is the subject of the Company's Notice and abandon the
proposed offering, whereupon the Company shall be relieved of any further
obligations hereunder to proceed with such registration or offering.

     (c)        Limitation of Registration Rights.  The Company shall not be 
obligated to honor any request by a Holder under Section 6(a) or 6(b)
if, in the opinion of counsel for the Company in form and substance reasonably
satisfactory to such Holder, such Holder could then sell under Rule 144
promulgated under the Securities Act, the number of Warrant Shares it proposes
to have registered in compliance with this Agreement.

     (d)        Registration Procedures.  If and whenever the Company is 
obligated by the provisions of this Section 6 to effect the
registration of any Warrant Shares 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 and remain
effective as provided herein; provided, that in the case of any registration
pursuant to Section 6(b), such preparation and filing may be delayed in the
sole discretion of the Company, without prejudice to the rights of the Holder
pursuant to Section 6(a).

                (ii)  Prepare and file with the Commission such amendments and
post-effective amendments to any such registration statement filed pursuant to
Section 6(a) as may be necessary to keep such registration statement effective
during the period referred to in Section 6(a)(iii) and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement, and cause the prospectus to
be supplemented by any required prospectus supplement, and as so supplemented
to be filed with the Commission pursuant to Rule 424 under the Securities Act.

                (iii) Furnish to the selling Holder 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.

                (iv)  Furnish to the selling Holder of Warrant Shares 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
Warrant Shares owned by them.



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                (v)    Use all reasonable efforts to register and qualify the
Warrant Shares covered by the registration statement under such other
securities laws of such jurisdictions as shall be reasonably requested by the
selling Holder of Warrant Shares and do any and all other acts and things which
may be reasonably necessary or advisable to enable the selling Holder to
consummate the disposition of the Warrant Shares owned by such Holder 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 as
set forth in Section 6(a)(iii).

                (vi)   Promptly notify each selling Holder of Warrant Shares 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 any such Holder, and subject to the further provisions of
Section 6(f)(ii), the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such Warrant
Shares, 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.

                (vii)  Enter into such customary agreements in form and
substance reasonably 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 Warrant Shares.

                (viii) Make reasonably available for inspection by any selling
Holder of Warrant Shares pursuant to such registration statement and
any attorney or accountant retained by such selling Holder, 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 any such seller, attorney or accountant in connection with such
registration statement, in each case as and to the extent necessary to permit
the selling Holder 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, all prospective selling Holders shall,
to the extent practicable, coordinate their investigation and due diligence
efforts hereunder 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 such Holders prior to receiving any confidential or proprietary
information of the Company.

                (ix)   Promptly notify the selling Holder of Warrant Shares of
the following events and (if requested by any such person) confirm such
notification in writing:  (A) 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, (B) any requests by the Commission for amendments or supplements to
the 


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registration statement or the prospectus or for additional information,
(C) 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 (D) the receipt by the Company of any
notification with respect to the suspension of the qualification of the Warrant
Shares for sale in any jurisdiction or the initiation or threat of initiation
of any proceeding for such purpose.

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

                (xi)   Prior to the effectiveness of the registration statement
and any post-effective amendment thereto and at each closing of an
underwritten offering pursuant to Section 6(b) hereof, (A) make such
representations and warranties to the selling Holder of Warrant Shares and the
underwriters, if any, with respect to the Warrant Shares and the registration
statement as are customarily made by issuers in similar underwritten offerings;
(B) use its best efforts to obtain "cold comfort" letters and updates thereof
from the Company's independent certified public accountants addressed to the
selling Holder of Warrant Shares and the underwriters, if any, such letters to
be in customary form and covering matters of the type customarily covered in
"cold comfort" letters by underwriters in connection with similar underwritten
offerings; (C) deliver such documents and certificates as may be reasonably
requested (1) by the Holders of a majority of the Warrant Shares being sold,
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 (D) 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.  Such counsel shall
also state that no facts have come to the attention of such counsel which cause
them to believe that such registration statement, the prospectus contained
therein, or any amendment or supplement thereto, as of their respective
effective or issue dates, contains any untrue statement of any material fact or
omits to state any material fact necessary to make the statements therein not
misleading (except that no statement need be made with respect to any financial
statements, notes thereto or other financial data or other expertized material
contained therein or as to any information furnished by or on behalf of the
selling Holder or underwriters, if any, for inclusion in such registration
statement).

                (xii)  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 ninety (90) days, if
such period is a fiscal year) beginning with the first month of the fiscal
quarter of the Company commencing after the effective date of the registration
statement, which statements shall cover such twelve-month periods.



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     (e)        The Company's obligations with this Section 6 shall be expressly
conditioned upon Holder's compliance with the following:

                (i)  The selling Holder shall cooperate with the Company in 
connection with the preparation of a registration statement with
respect to or including any Warrant Shares, 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 Holder and its plan of distribution of the Warrant
Shares as may be necessary to enable the Company to prepare the registration
statement and prospectus covering the Warrant Shares, 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 selling Holder may be engaged in a
distribution of the Warrant Shares, the Holder shall comply with Rules 10b-6
and 10b-7 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and pursuant thereto, shall, among other things: (w) not
engage in any stabilization activity in connection with the securities of the
Company in contravention of such Rules; (x) distribute the Warrant Shares
solely in the manner described in the registration statement; (y) cause to be
furnished to each broker through whom the Warrant Shares 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 (z) 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.

     (f)        Holdback Agreements.

                (i)  Notwithstanding any provision of this Agreement to the 
contrary, in the event the Company notifies the Holder, in writing and
no later than 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 Holder shall refrain from selling or
otherwise distributing, except in accordance with the provisions of Section
6(b) hereof, any Warrant Shares  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 Holder, in writing, that such period has
begun) and ending up to 90 days after such effective date (or on such earlier
date that the Company notifies the Holder that such period has ended) (the
"Offering Restricted Period").  In the event the Holder's Warrant Shares are
not included in such a registered underwritten offering pursuant to Section
6(b) hereof, the Company's obligation under Section 6(a)(iii) to keep the
registration statement filed pursuant to Section 6(a) current and effective
shall be extended for a number of days equal to the Offering Restricted Period,
or, if earlier, until the date on which all of the Warrant Shares have been
disposed of.

                (ii) Notwithstanding anything set forth herein to the contrary,
the Holder 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 



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transmission, of its intention to sell any Warrant Shares under the
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 Holder, within one (1) day of its receipt of such
notice, that, in the good faith exercise of its reasonable business judgment,
there exist bona fide financing, acquisition or other plans of the Company or
other matters which could require disclosure by the Company of information, the
premature disclosure of any of which would materially adversely affect or
otherwise be materially detrimental to the Company, the Holder shall refrain
from selling the Warrant Shares until the earlier to occur of the date (x) the
Company notifies the Holder that it has filed with the Commission an amendment
or supplement to the prospectus included in the shelf registration statement,
(y) the Company notifies the Holder 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, or (z)
which is 90 days after the date that the Holder orally notified the Company of
its intention to sell any Warrant Shares (each of which is a "Disclosure
Restricted Period").  The Company's obligation under Section 6(a)(iii) to keep
the registration statement filed pursuant to Section 6(a) 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 Warrant Shares have
been disposed of.

     (g)        Expenses. The Company shall bear the expenses of registration 
pursuant to this Section 6; provided, however, that the selling Holder
shall be responsible for (x) the fees and expenses of its own counsel, its own
accountants and other experts retained by it with respect to such registration
and resales and (y) all underwriting discounts or brokerage fees or commissions
relating to the sale of the Warrant Shares pursuant to Section 6(b).

     (h)        Indemnification.

                (i) The Company shall indemnify and hold harmless the selling 
Holder, its general partner, each underwriter (as defined in the
Securities Act), each other selling agent who may be deemed to be an
underwriter, and each controlling person of the selling Holder, any underwriter
or other selling agent, if any (within the meaning of the Securities Act),
against any losses, claims, damages or liabilities, joint or several (or
actions in respect thereof) ("Losses"), to which such indemnified party may be
subject under the Securities Act, under any other statute or at common law, 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 (x)
the registration statement under which the Warrant Shares held by the Holder
were registered under the Securities Act or offered for sale, (y) any
preliminary prospectus (if used prior to the effective date of such
registration statement), or (z) any final prospectus or any post-effective
amendment or supplement thereto (if used during the period the Company is
required to keep the registration statement effective), in each case, on the
effective date of such registration statement or post-effective amendment, or
the date of such prospectus, including any preliminary prospectus, or
supplement (the "Disclosure Documents"), (ii) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements made therein not misleading or (iii) any
violation by the Company of the Securities Act or any Blue Sky Law, or any rule
or regulation promulgated under the Securities Act or any Blue Sky Law, or any
other



                                      10
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law, applicable to the Company in connection with the sale,
registration or qualification of the Warrant Shares held by the Holder; and the
Company shall reimburse each such indemnified party for any legal or other
expenses reasonably incurred by such party in connection with investigating or
defending any such loss, claim, damage, liability or action, 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 to this Section 6,
but excluding any amounts paid in settlement of any action, suit, arbitration,
proceeding, litigation, or investigation (collectively "Litigation"), commenced
or threatened, if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld; provided,
however, that the Company shall not be liable to the Holder, its general
partner, any underwriter, other selling agent or controlling person 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 (y) made in any such
Disclosure Documents in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such indemnified party
expressly for use in the preparation thereof and so designated by such
indemnified party, or (z) 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 such Warrant Shares 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 (ii) the use of any prospectus after such time as the Company has
advised such indemnified party 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.

                (ii) In connection with the registration or sale of Warrant 
Shares pursuant to this Section 6, the Holder shall indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed such registration statement and each controlling person of the Company
(within the meaning of the Securities Act), against any Losses, joint or
several, to which such indemnified party may become subject under the
Securities Act, under any other statute or at common law, 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 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 or on
behalf of such indemnifying party expressly for use in the preparation thereof
and so designated by such indemnifying party; (ii) the use by such indemnifying
party of any prospectus after such time as the Company has advised such
indemnifying party 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
Warrant Shares 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



                                      11
<PAGE>   12

representation); and such indemnifying party shall reimburse each such
indemnified party for any legal and other expenses reasonably incurred by such
party in investigating or defending any such loss, claim, damage, liability or
action, 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
to this Section 6, but excluding any amounts paid in settlement of any
Litigation, commenced or threatened, if such settlement is effected without the
prior written consent of such indemnifying party, which consent shall not be
unreasonably withheld.

     7.         Transfer of Warrants.  Subject to the provisions of Section 5,
this Warrant may be transferred, in whole or in part, to any partner in
SVFII, by presentation of the Warrant to the Company with written instructions
for such transfer and by the execution by such transferee of an investment
letter in a form reasonably satisfactory to the Company.  Upon such
presentations for transfer and receipt of such investment letter, the Company
shall promptly execute and deliver a new Warrant or Warrants in the form hereof
in the name of the assignee or assignees and in the denominations specified in
such instructions.  The Company shall pay all expenses in connection with the
preparation, issuance and delivery of Warrants under this Section 7.

     8.         Warrant Holder Not Shareholder.  This Warrant does not confer
upon the Holder, as such, any right whatsoever as a shareholder of the
Company.

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

     10.        Merger, Sale of Assets, etc.  If at any time while this 
Warrant, or any portion thereof, is outstanding and unexpired, there
shall be (a) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for in Section 9 hereof),
(b) a merger or consolidation of the Company with or into another corporation
in which the Company is not the surviving entity, or a reverse triangular
merger in which the Company is the surviving entity but the shares of the
Company'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 (c) a sale or transfer of the Company'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 Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Exercise Price then in
effect, 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
exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had
been exercised



                                      12
<PAGE>   13

immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment for other future events as provided
in Section 9.  The foregoing provision of this Section 10 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 Warrant.  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 Company's Board of
Directors.  In all events, appropriate adjustments (as determined in good faith
by the Company's Board of Directors) shall be made in the application of the
provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
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 exercise of
this Warrant.

     11.        Notice of Certain Events.  In case:

                (a) the Company shall take a record of the holders of its 
Common Stock for the purpose of entitling them to receive any dividend
or other distribution, or any right to subscribe for or purchase any shares of
capital stock of any class, or to receive any other rights; or

                (b) of any capital reorganization, any reclassification of 
shares of capital stock of the Company (other than a subdivision or
combination of outstanding shares of Common Stock to which Section 9 applies),
or any consolidation or merger of the Company or the sale or transfer of all or
substantially all of the assets of the Company; or

                (c) of any voluntary dissolution, liquidation, or winding up 
of the Company;

then the Company shall mail (at least ten (10) days prior to the applicable
date referred to in subclause (x) or in subclause (y) below, as the case may
be), to the Holder at the address set forth in the Company's stock records, a
notice stating that (x) the date on which a record is to be taken for the
purpose of such dividend, distribution or rights or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, capital reorganization, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and, if applicable, the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, capital reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.



                                      13
<PAGE>   14



     IN WITNESS WHEREOF, Healthdyne Information Enterprises, Inc. has caused
this Warrant to be executed by its duly authorized officer on the date first
above written.


                                        HEALTHDYNE INFORMATION ENTERPRISES, INC.



                                        By:        
                                           -------------------------------------
                                           Name:   Joseph G. Bleser
                                           Title:  Vice President and Chief 
                                                   Financial Officer


Accepted:

THE SOUTHERN VENTURE FUND II, L.P.


By:   Its General Partner
      SV Partners II, L.P.


By:   
      ----------------------------
      Name: Benjamin H. Gray
            A General Partner





                                      14
<PAGE>   15



                                                                       EXHIBIT A


                             NOTICE OF EXERCISE


To:  HEALTHDYNE INFORMATION ENTERPRISES, INC.

     The undersigned, the holder of the foregoing Warrant No. S-1, and pursuant
to the terms hereof, hereby elects to exercise rights represented by said
Warrant for, and to purchase thereunder, _________ shares of the Company's
Common Stock covered by said Warrant, and tenders herewith payment of the
purchase price in full for such shares of $__________ by:

     _____  (a)  cash, through the delivery of a certified or official bank 
                 check; or

     _____  (b)  exercising the Conversion Right provided under Section 4(b) of
                 the Warrant by the surrender of said Warrant.

     The undersigned hereby requests that certificates for such shares (or any
other securities or other property issuable upon such exercise) be issued in
the name of and delivered to the undersigned at the address set forth below.


                                                 -------------------------------
                                                 Name


Date:                                            -------------------------------
     ----------                                  Signature

                                                 Address:

                                                 -------------------------------
                                                 -------------------------------
                                                 -------------------------------