<PAGE>   1

                                                             EXHIBIT 3(i)

                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                                   HIE, INC.

         The original Articles of Incorporation of HIE, Inc. (f/k/a Healthdyne
Information Enterprises, Inc.), a Georgia corporation, as filed with the
Secretary of State of Georgia on June 15, 1994 and as amended from time to
time, are being hereby restated and amended as permitted by Sections 14-2-1006
and 14-2-1007 of the Georgia Business Corporation Code by deleting said
original Articles of Incorporation in their entirety and restating and amending
said Articles of Incorporation. The Restated and Amended Articles of
Incorporation were approved by a sufficient vote of the Board of Directors as
permitted by Sections 14-2-602(d) and 14-2-1002 of the Georgia Business
Corporation Code. Shareholder approval was not required. The original Articles
of Incorporation are restated and amended as follows:


                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                                   HIE, INC.

                                       1.

         The name of the Corporation is HIE, Inc. and its control number is
K415299.

                                       2.

         The aggregate number of shares which the Corporation shall have the
authority to issue is seventy million (70,000,000) shares, of which fifty
million (50,000,000) shall be shares of common stock, par value $.01 per share;
and twenty million (20,000,000) shall be shares of preferred stock, without par
value, the board of directors being hereby authorized to divide such shares of
preferred stock into classes and into shares within any class or classes to
determine the designation and the number of shares of any class or series and
the relative voting, dividend, liquidation and other rights, preferences and
limitations of the shares of any class or series, including, but not limited
to, classes or series of preferred stock:

         (a)      entitling the holders thereof to cumulative, noncumulative or
partially cumulative dividends, or to no dividends;

         (b)      entitling the holders thereof to receive dividends payable on
a parity with, or in preference to, the dividends payable on any other class or
series of capital stock of the Corporation;

<PAGE>   2

         (c)      entitling the holders thereof to preferential rights upon the
liquidation of, or upon any distribution of the assets of, the Corporation;

         (d)      convertible, at the option of the holder or of the
Corporation or both, into shares of any other class or classes of capital stock
of the Corporation or of any series of the same or any other class or classes;

         (e)      redeemable, in whole or in part, at the option of the
Corporation, in cash, bonds or other property, at such price or prices, within
such period or periods, and under such conditions as the board of directors
shall so provide, including provision for the creation of a sinking fund for
the redemption thereof; and

         (f)      lacking voting rights or having limited voting rights or
enjoying special or multiple voting rights.

         (g)      Designation of Series A Cumulative Preferred Stock.

                  Of the authorized preferred stock of the Corporation, 500,000
         of such shares shall be designated "Series A Cumulative Preferred
         Stock" and shall have the following designations, preferences,
         limitations and relative rights:

                  (A)    Certain Definitions. Unless the context otherwise
         requires, the terms defined in this subparagraph (A) shall have, for
         all purposes of this Paragraph (g), the meanings herein specified:

                  (i)    "Board of Directors" shall mean the Board of Directors
         of the Corporation and, to the extent permitted by law, any committee
         of the Board of Directors authorized to exercise the powers of the
         Board of Directors.

                  (ii)   "Common Stock" shall mean the common stock, par value
         $.01 per share, of the Corporation, which term shall include, where
         appropriate, in the case of a reclassification, recapitalization or
         other changes in such Common Stock, or in the case of a consolidation
         or merger of this Corporation with or into another corporation, such
         consideration to which a holder of a share of Common Stock would have
         been entitled upon the occurrence of such event.

                  (iii)  "Series A Preferred Stock" shall mean the five hundred
         thousand (500,000) shares of Series A Cumulative Preferred Stock,
         without par value, of the Corporation.

                  (iv)   "Junior Stock" shall mean the Common Stock and any
         other class or series of stock of the Corporation not entitled to
         receive any dividends unless all dividends required to have been paid
         or declared and set apart for payment on the Series A Preferred Stock
         and any Parity Stock shall have been so paid or declared and set apart
         for payment and, for purposes of subparagraph (C) below, shall mean
         any class or series of stock of the Corporation not entitled to
         receive any assets upon liquidation, dissolution or winding up of the
         affairs of the



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<PAGE>   3

         Corporation until the Series A Preferred Stock and any Parity Stock
         shall have received the entire amount to which such stock is entitled
         upon such liquidation, dissolution or winding up.

                  (v)    "Parity Stock" shall mean any class or series of stock
         of the Corporation entitled to receive payment of dividends on a
         parity with the Series A Preferred Stock or entitled to receive assets
         upon liquidation, dissolution or winding up of the affairs of the
         Corporation on a parity with the Series A Preferred Stock.

                  (vi)   "Rights Declaration Date" shall mean October 30, 1995.

                  (vii)  "Semiannual Dividend Payment Date" shall mean the
         first day of March and September in each year.

                  (vi)   "Senior Stock" shall mean any class or series of stock
         of the Corporation ranking senior to the Series A Preferred Stock and
         to any Parity Stock in respect of the right to receive dividends or in
         respect of the right to participate in any distribution upon
         liquidation, dissolution or winding up of the affairs of the
         Corporation.

                  (B)    Dividend and Distributions. (i) Subject to the prior
         preferences and other rights of any Senior Stock, the holders of
         shares of Series A Preferred Stock shall be entitled to receive, when,
         as and if declared by the Board of Directors out of funds legally
         available therefor, semiannual dividends payable in cash at the rate
         hereinafter fixed in this subparagraph (B) on each Semiannual Dividend
         Payment Date, commencing on the first Semiannual Dividend Payment Date
         after the first issuance of any shares or fractions of a share of
         Series A Preferred Stock. Semiannual dividends on the Series A
         Preferred Stock shall be payable to holders of record of the Series A
         Preferred Stock on the respective date not exceeding 50 days preceding
         such Semiannual Dividend Payment Date as shall be fixed for this
         purpose by the Board of Directors, in an amount per share (rounded to
         the nearest cent) equal to the greater of (V) $.05 or (W) subject to
         the provision for adjustment hereinafter set forth, 100 times the
         aggregate per share amount of all cash dividends, and 100 times the
         aggregate per share amount (payable in kind) of all non-cash dividends
         or other distributions other than a dividend payable in shares of
         Common Stock or a subdivision of the outstanding shares of Common
         Stock (by reclassification or otherwise), declared on the Common Stock
         since the immediately preceding Semiannual Dividend Payment Date, or,
         with respect to the first Semiannual Dividend Payment Date, since the
         first issuance of any share or fraction of a share of Series A
         Preferred Stock. In the event the Corporation shall at any time after
         the Rights Declaration Date (X) declare any dividend on Common Stock
         payable in shares of Common Stock, (Y) subdivide the outstanding
         Common Stock, or (Z) combine the outstanding Common Stock into a
         smaller number of shares, then in each such case the



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         amount to which holders of shares of Series A Preferred Stock were
         entitled immediately prior to such event under clause (W) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (ii)   No dividend or other distribution may be declared or
         paid on the Common Stock (other than a dividend payable in shares of
         Common Stock or a subdivision of the outstanding shares of Common
         Stock) unless, coincidentally with the declaration of such dividend or
         such other distribution, the dividend payable on the Series A
         Preferred Stock pursuant to clause (W) of subsection (i) above is
         declared and the consideration sufficient for the payment thereof set
         apart from funds legally available therefor so as to be available then
         and on the next Semiannual Dividend Payment Date for the payment in
         full thereof and for no other purpose. In the event no dividend or
         distribution shall have been declared on the Common Stock during the
         period between any Semiannual Dividend Payment Date and the next
         subsequent Semiannual Dividend Payment Date, a dividend of $.05 per
         share on the Series A Preferred Stock shall nevertheless be payable on
         such subsequent Semiannual Dividend Payment Date.

                  (iii)  Dividends on each outstanding share of Series A
         Preferred Stock shall begin to accrue and be cumulative from the
         Semiannual Dividend Payment Date next following the respective date of
         issuance of such share unless the date of such issuance is a
         Semiannual Dividend Payment Date, in which case dividends shall accrue
         and be cumulative from the date of issuance.

                  (iv)   The holders of shares of the Series A Preferred Stock
         shall not be entitled to receive any dividends thereon other than the
         cash dividends specified in this subparagraph (B). Unpaid dividends
         shall be cumulative and shall accrue, whether or not declared by the
         Board of Directors, until the date such dividends are paid. Accrued
         but unpaid dividends on the Series A Preferred Stock shall not bear
         interest. Dividends on account of arrears for any past dividend
         periods may be declared and paid at any time, without reference to any
         Semiannual Dividend Payment Date, to holders of record of the Series A
         Preferred Stock on such date, not more than 50 days preceding the
         payment date thereof, as may be fixed by the Board of Directors.

                  (v)    So long as any shares of Series A Preferred Stock
         shall be outstanding, the Corporation shall not declare or pay on any
         Junior Stock any dividend in cash or property of any sort, nor shall
         the Corporation make any distribution on any Junior Stock, or set
         aside any assets for any such purposes, nor shall any Junior Stock be
         purchased, redeemed or otherwise acquired by the Corporation or any of
         its subsidiaries, nor shall any monies be paid, set aside for payment
         or made available for a sinking fund for the purchase or redemption of



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         any Junior Stock, unless and until all dividends to which the holders
         of the Series A Preferred Stock and any Parity Stock shall have been
         entitled for all current and all previous dividend periods shall have
         been paid or declared and the consideration sufficient for the payment
         thereof set apart so as to be available for the payment thereof and
         for no other purpose; provided, however, that nothing contained in
         this subsection (v) shall prevent the payment of dividends solely in
         Junior Stock or the repurchase, redemption or other acquisition solely
         through the issuance of Junior Stock.

                  (C)    Distributions Upon Liquidation, Dissolution or Winding
         Up. Subject to the prior payment in full of the preferential amounts
         to which any Senior Stock is entitled, in the event of any
         liquidation, dissolution or winding up of the Corporation, whether
         voluntary or involuntary, the holders of shares of the Series A
         Preferred Stock shall be entitled to receive from the assets of the
         Corporation available for distribution to the shareholders the sum of
         $50 per share, together with the amount of all cumulative dividends
         accrued and unpaid thereon to and including the date of such
         liquidation, dissolution or winding up, before any payment or
         distribution shall be made to the holders of any Junior Stock of the
         Corporation, which payment shall be made pari passu to any such
         payment made to the holders, if any, of any Parity Stock. The holders
         of the Series A Preferred Stock shall be entitled to no other or
         further distribution of or participation in any remaining assets of
         the Corporation after receiving the liquidation price described above.
         If, upon distribution of the Corporation's assets in liquidation,
         dissolution or winding up, the assets of the Corporation to be
         distributed among the holders of the Series A Preferred Stock and to
         all holders of any Parity Stock shall be insufficient to permit
         payment in full to such holders of the preferential amounts to which
         they are entitled, then the entire assets of the Corporation to be
         distributed to holders of the Series A Preferred Stock and such Parity
         Stock shall be distributed pro rata to such holders based upon the
         aggregate of the full preferential amounts to which the shares of
         Series A Preferred Stock and such Parity Stock would otherwise
         respectively be entitled. Neither the consolidation or merger of the
         Corporation with or into any other corporation or corporations nor the
         sale, transfer, or lease of all or substantially all the assets of the
         Corporation shall itself be deemed to be a liquidation, dissolution or
         winding up of the Corporation within the meaning of this subparagraph
         (C).

                  (D)    Voting Rights. (i) Except as otherwise expressly
         provided in this subparagraph (D) or as otherwise required by law, the
         holders of shares of Series A Preferred Stock shall vote together with
         the holders of the Common Stock (and the holders of any other class or
         series of the Corporation's stock entitled to vote with the holders of
         the Common Stock) as a single class for the election of directors and
         on all other matters coming before any meeting of the shareholders of
         the Corporation or otherwise to be acted upon by the shareholders of
         the Corporation, subject to any voting rights granted or which may be
         granted to



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         holders of any other class or series of the preferred stock of the
         Corporation. Each share of Series A Preferred Stock shall entitle the
         holder thereof to one vote on all matters submitted to a vote of the
         shareholders of the Corporation.

                  (ii)   In addition to the voting rights set forth above, if
         and when dividends payable on the Series A Preferred Stock shall be in
         arrears in an amount equivalent to or exceeding three (3) full
         semiannual dividends thereon, whether or not consecutive, the holders
         of shares of the Series A Preferred Stock, voting separately as a
         class, shall be entitled to elect two directors to the Board of
         Directors. Directors so elected shall thereupon become additional
         directors of the Corporation and the authorized number of directors of
         the Corporation shall thereupon be automatically increased by such
         number. During such times that the holders of the Series A Preferred
         Stock, voting as a class, shall be entitled to elect such additional
         directors as provided herein, the holders of the Series A Preferred
         Stock shall not be entitled to participate in the election of any
         other directors with the holders of shares of the Common Stock or any
         other class or classes of stock who are entitled to vote for the
         election of directors.

                  Such right of the holders of shares of the Series A Preferred
         Stock who are entitled to vote in such manner to elect such additional
         directors may be exercised until all dividends in default on the
         Series A Preferred Stock shall have been paid or declared and the
         consideration sufficient for the payment in full thereof set apart so
         as to be available for the payment thereof and for no other purpose;
         when said dividends shall have been so paid or declared and set apart,
         such right to elect two directors shall terminate, subject to the
         vesting of such voting rights in the event of any such future default
         or defaults in the payment of dividends. Whenever the holders of
         shares of the Series A Preferred Stock who are entitled to vote in
         such manner shall be divested of such voting rights by reason of the
         payment or the declaration and setting apart of consideration
         sufficient for the payment in full of the dividends then in default,
         the terms of office of the directors elected as such by the holders of
         shares of the Series A Preferred Stock shall forthwith terminate and
         the number of the directors of the Corporation shall be reduced
         correspondingly.

                  At any time after such voting rights shall so have vested in
         the holders of shares of the Series A Preferred Stock who are entitled
         to vote in such manner, the Secretary of the Corporation may, and upon
         the written request of the holders of record of not less than 75% of
         the outstanding shares of Series A Preferred Stock, addressed to him
         at the principal office of the Corporation, shall, call a special
         meeting of the holders of shares of the Series A Preferred Stock who
         are entitled to vote in such manner for the election of the directors
         to be elected by them, such meeting to be held within 10 days after
         the earlier of such call or the delivery of such request and at the
         place and upon the notice provided by the By-laws of the Corporation
         for the holding of meetings of shareholders, except that the Secretary
         of the Corporation shall not be required to call such a special
         meeting if the



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         request for such call is received less than 45 days prior to the date
         fixed for the next annual meeting of shareholders.

                  (E)    Consolidation, Merger, Etc. In case the Corporation
         shall enter into any consolidation, merger, combination or other
         transaction in which the shares of Common Stock are exchanged for or
         changed into other stock or securities, cash and/or any other
         property, then in any such case the shares of Series A Preferred Stock
         shall at the same time be similarly exchanged or changed in an amount
         per share (subject to the provision for adjustment hereinafter set
         forth) equal to 100 times the aggregate amount of stock, securities,
         cash and/or any other property (payable in kind), as the case may be,
         into which or for which each share of Common Stock is changed or
         exchanged. In the event the Corporation shall at any time after the
         Rights Declaration Date (i) declare any dividend on Common Stock
         payable in shares of Common Stock, (ii) subdivide the outstanding
         Common Stock, or (iii) combine the outstanding Common Stock into a
         smaller number of shares, then in each such case the amount set forth
         in the preceding sentence with respect to the exchange or change of
         shares of Series A Preferred Stock shall be adjusted by multiplying
         such amount (as such amount may have been previously adjusted by
         reason of the prior occurrence(s) of any such events) by a fraction
         the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (F)    Reacquired Shares. Any shares of Series A Preferred
         Stock purchased or otherwise acquired by the Corporation in any manner
         whatsoever shall be retired and cancelled promptly after the
         acquisition thereof. All such shares shall upon their cancellation
         become authorized but unissued shares of preferred stock and may be
         reissued as part of a new series of preferred stock to be created by
         amendment of the Articles of Incorporation of the Corporation adopted
         by resolution of the Board of Directors, subject to the conditions and
         restrictions on issuance set forth herein.

                  (G)    Preemptive Rights. The holders of shares of the Series
         A Preferred Stock shall not have any preemptive right to subscribe for
         or purchase any shares of stock or any other securities which may be
         issued by the Corporation.

                  (H)    No Redemption. The shares of Series A Preferred Stock
         shall not be redeemable.

                  (I)    Amendment. Without the consent of the holders of at
         least 75% of the shares of Series A Preferred Stock at the time
         outstanding, either in writing or by vote at a meeting called for that
         purpose at which the holders of the Series A Preferred Stock shall
         vote as a class, neither the Articles of Incorporation of the
         Corporation nor any resolution of the Board of Directors establishing
         and



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         designating a series of preferred stock and determining the relative
         rights and preferences thereof shall be changed so as to alter in an
         adverse manner the designations, preferences, limitations and rights
         of holders of the Series A Preferred Stock.

                  (J)    Fractional Shares. The Series A Preferred Stock may be
         issued in fractions of a share which shall entitle the holder, in
         proportion to such holder's fractional shares, to exercise voting
         rights, receive dividends, participate in distributions and to have
         the benefit of all other rights of holders of Series A Preferred
         Stock.

                  (K)    Exclusion of Other Rights. Except as may otherwise be
         required by law, the shares of Series A Preferred Stock shall not have
         any designations, preferences, limitations or relative rights, other
         than those specifically set forth in the Articles of Incorporation of
         this Corporation.

                  (L)    Severability of Provisions. If any right, preference
         or limitation of the Series A Preferred Stock set forth in this
         Paragraph (g) (as such Paragraph may be amended from time to time) is
         invalid, unlawful or incapable of being enforced by reason of any rule
         of law or public policy, all other rights, preferences and limitations
         set forth in this Paragraph (as so amended) which can be given effect
         without the invalid, unlawful or unenforceable right, preference or
         limitation shall, nevertheless, remain in full force and effect, and
         no right, preference or limitation herein set forth shall be deemed
         dependent upon any other such right, preference or limitation unless
         so expressed herein.

         (h)      Designation of 8.5% Series B Cumulative Convertible
                  Exchangeable Preferred Stock.

                  Of the authorized preferred stock of the Corporation, 550,000
         of such shares shall be designated as 8.5% Series B Cumulative
         Convertible Exchangeable Preferred Stock (the "Series B Preferred
         Stock") and shall have the following designations, preferences,
         limitations and relative rights:

                  (A)    Rank. The Series B Preferred Stock shall, with respect
         to payment of dividends, redemption payments and rights upon
         liquidation, dissolution or winding up of the affairs of the
         Corporation, (i) rank senior and prior to the Common Stock, par value
         $.01 per share, together with associated preferred stock purchase
         rights, of the Corporation (the "Common Stock") and any other class or
         series of capital stock of the Corporation that by its terms ranks
         junior to the Series B Preferred Stock as to payment of dividends,
         redemption payments and rights upon liquidation,



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         dissolution or winding up of the affairs of the Corporation (such
         stock, including the Common Stock, "Junior Stock"), (ii) rank on a
         parity with any other class or series of capital stock of the
         Corporation that by its terms does not rank senior or junior to the
         Series B Preferred Stock as to payment of dividends, redemption
         payments and rights upon liquidation, dissolution or winding up of the
         affairs of the Corporation Stock ("Parity Stock"), and (iii) rank
         junior to any other class or series of capital stock of the
         Corporation that by its terms ranks senior to the Series B Preferred
         Stock as to payment of dividends, redemption payments and rights upon
         liquidation, dissolution or winding up of the affairs of the
         Corporation Stock ("Senior Stock").

                  (B)    Dividends.

                  (i)    The holders of the issued and outstanding shares of
         the Series B Preferred Stock shall be entitled to receive, if, as and
         when declared by the Board of Directors, out of funds legally
         available therefor, distributions in the form of cumulative cash
         dividends at the annual rate per share of 8.5% of the sum of (x) the
         Liquidation Preference (as hereinafter defined) and (y) all unpaid
         dividends, if any, whether or not declared, from the date of the
         initial issuance of the shares of Series B Preferred Stock (the
         "Closing Date") to the applicable dividend payment date.

                  (ii)   Dividends on shares of Series B Preferred Stock shall
         accumulate, whether or not declared, on a quarterly basis from the
         Closing Date and shall be payable initially on December 31, 1999 and
         then quarterly on each March 31, June 30, September 30, and December
         31 thereafter (each, a "Dividend Payment Date"), except that if any
         Dividend Payment Date is not a business day then the Dividend Payment
         Date shall be on the first immediately succeeding business day (as
         used herein, the term "business day" shall mean any day except a
         Saturday, Sunday or day on which banking institutions are legally
         authorized to close in The City of New York). Dividends shall cease to
         accumulate in respect of Series B Preferred Stock on the Redemption
         Date (as hereinafter defined) or the Conversion Date (as hereinafter
         defined) for such shares, as the case may be, unless, in the case of a
         Redemption Date, the Corporation fails to pay the amounts necessary
         for such redemption or repurchase (including any unpaid dividends
         required to be paid at such time) or, in the case of a Conversion
         Date, the Corporation fails to deliver certificates representing
         Common Stock issuable upon such conversion or to make any payment with
         respect to any unpaid dividends required to be paid at such time, as
         the case may be, in which cases dividends shall continue to accumulate
         from the Redemption Date or the Conversion Date, as the case may be,
         until such payment and/or delivery is made, except as set forth in
         Section 2(h)(D)(vi).

                  (iii)  All dividend payments paid with respect to shares of
         Series B Preferred Stock shall be paid pro rata to the holders
         entitled thereto. Dividends to be paid on any Dividend Payment Date
         shall be paid to the holders of record of shares of the Series B
         Preferred Stock as they appear on the stock register of the
         Corporation at the close of business on such record dates (each, a
         "Dividend Payment Record Date"), as shall be fixed by the Board of
         Directors of the Corporation.



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                  (C)    Liquidation.

                  (i)    In the event of any voluntary or involuntary
         liquidation, dissolution or winding-up of the Corporation, the holders
         of the Series B Preferred Stock shall be entitled to receive $10.00
         per share (the "Liquidation Preference"), plus an amount equal to the
         unpaid dividends thereon, if any, whether or not declared, to the
         payment date.

                  (ii)   Holders of shares of Series B Preferred Stock shall
         not be entitled to receive the Liquidation Preference of the shares
         held by them until payment in full or provision has been made for the
         payment of all claims of creditors of the Corporation and the
         liquidation preference of any Senior Stock, plus accrued and unpaid
         dividends thereon, if any, whether or not declared, to the payment
         date, shall have been paid in full. Upon payment in full of the
         Liquidation Preference (plus unpaid dividends thereon, if any, whether
         or not declared, to the payment date) to which the holders of shares
         of the Series B Preferred Stock are entitled, the holders of shares of
         the Series B Preferred Stock shall not be entitled to any further
         participation in any distribution of assets by the Corporation. If the
         assets of the Corporation are not sufficient to pay in full the
         Liquidation Preference (plus unpaid dividends thereon) payable to the
         holders of shares of the Series B Preferred Stock and the liquidation
         preference payable to the holders of any Parity Stock, the holders of
         all such shares shall share ratably in proportion to the full
         respective preferential amounts payable on such shares in any
         distribution.

                  (iii)  For the purposes of this Section 2(h)(C), neither the
         sale of all or substantially all of the assets of the Corporation nor
         the consolidation or merger of the Corporation with or into any other
         entity shall be deemed to be a voluntary or involuntary liquidation,
         dissolution or winding-up of the Corporation, unless such sale,
         consolidation or merger shall be in connection with a plan of
         liquidation, dissolution or winding up of the Corporation.

                  (D)    Redemption.

                  (i)    General. Except as provided in this Section 2(h)(D),
         shares of the Series B Preferred Stock shall not be redeemable by the
         Corporation.

                  (ii)   Optional Redemption. The Corporation, at its option,
         may within 45 days of any 200% Date (as defined below) redeem shares
         of Series B Preferred Stock, in whole or in part, in the sole
         discretion of the Board of Directors, to the extent it has funds
         legally available therefor, at the redemption price set forth in
         Section 2(h)(D)(iv) below. A "200% Date" shall mean any date as of
         which the Closing Price of the Common Stock equals or exceeds 200% of
         the Conversion Price (as hereinafter defined) then in effect on at
         least 30 of the 45 trading days immediately preceding such date and as
         of such date. As used herein, the "Closing Price" of the Common Stock
         on any day means the last reported sales price on such day or, in the
         case no such sale takes place on such day, the last reported sales
         price of the previous trading day, of the Common Stock, in each case
         on the Nasdaq National Market or, if not listed or admitted to trading
         on the Nasdaq



                                     -10-
<PAGE>   11

         National Market, as listed or quoted on the Nasdaq SmallCap Market,
         American Stock Exchange ("AMEX") or the New York Stock Exchange
         ("NYSE"). If the Common Stock is not listed or admitted to trading on
         one of the Nasdaq National Market, the Nasdaq SmallCap Market, the
         NYSE or AMEX, then the Closing Price shall be determined in good faith
         by the Board of Directors of the Corporation, and such determination
         shall be conclusive and binding on all persons.

                  (iii)  Mandatory Redemption. Subject to the rights of Senior
         Stock, if any, the Corporation shall redeem, on each of the Scheduled
         Redemption Dates set forth below, 25% of the number of shares of
         Series B Preferred Stock which were issued on the Closing Date, such
         redemptions to be made from funds legally available therefor, at the
         redemption price set forth in Section 2(h)(D)(iv) below:


                                   SCHEDULED
                                REDEMPTION DATE

                               September 30, 2002
                               September 30, 2003
                               September 30, 2004
                               September 30, 2005

         If the funds of the Corporation legally available for redemption of
         shares of the Series B Preferred Stock are insufficient to redeem the
         total number of shares required to be redeemed on a scheduled
         redemption date, those funds which are legally available will be used
         to redeem the maximum possible number of shares of Series B Preferred
         Stock ratably among the holders thereof. At any time thereafter when
         additional funds of the Corporation are legally available for such
         purpose, such funds will immediately be used to redeem the balance of
         the shares of Series B Preferred Stock scheduled to have been redeemed
         on the previous scheduled redemption date. Any optional redemption
         pursuant to Section 2(h)(D)(ii) shall entitle the Corporation to a
         credit against the number of shares the Corporation shall be obligated
         to redeem under this Section 2(h)(D)(iii).

                  (iv)   Payment of Redemption Price. All shares shall be
         redeemed at the redemption price of 100% of the Liquidation Preference
         thereof, plus an amount equal to the unpaid dividends thereon, if any,
         whether or not declared, to the Redemption Date. The amount of the
         redemption price on any shares of Series B Preferred Stock redeemed,
         on any redemption provided for herein, whether allocable to the
         Liquidation Preference thereon or to any unpaid dividends to be paid
         on the shares of Series B Preferred Stock redeemed on such Redemption
         Date, shall be paid in cash.

                  (v)    Not less than 15 days nor more than 45 days (such date
         as fixed by the Board of Directors of the Corporation is referred to
         herein as the "Redemption Record Date") prior to the date fixed by the
         Board of Directors of the Corporation for any redemption of shares of
         the Series B Preferred Stock pursuant to this Section 2(h)(D)



                                     -11-
<PAGE>   12

         (each such date, a "Redemption Date"), a notice specifying the time
         and place of the redemption and the number of shares to be redeemed
         shall be given by first class mail, postage prepaid, to the holders of
         record on the Redemption Record Date of the shares of the Series B
         Preferred Stock to be redeemed at their respective addresses as the
         same shall appear on the books of the Corporation, calling upon each
         holder of record to surrender to the Corporation on the Redemption
         Date at the place designated in the notice such holder's certificate
         or certificates representing the number of shares specified in the
         notice of redemption. Neither failure to mail such notice, nor any
         defect therein or in the mailing thereof, to any particular holder
         shall affect the sufficiency of the notice or the validity of the
         proceedings for redemption with respect to the other holders. Any
         notice mailed in the manner herein provided shall be conclusively
         presumed to have been duly given whether or not the holder receives
         the notice. On or after the Redemption Date, each holder of shares of
         Series B Preferred Stock to be redeemed shall present and surrender
         such holder's certificate or certificates for such shares to the
         Corporation at the place designated in the redemption notice and
         thereupon the redemption price of the shares, and any unpaid dividends
         thereon to the Redemption Date, shall be paid to or on the order of
         the person whose name appears on such certificate or certificates as
         the owner thereof, and each surrendered certificate shall be canceled.
         In case fewer than all the shares represented by any such certificate
         are redeemed, a new certificate shall be issued representing the
         unredeemed shares.

                  (vi)   If a notice of redemption has been given and if, on or
         before the Redemption Date, the funds necessary for such redemption
         (including all dividends on the shares of Series B Preferred Stock to
         be redeemed that will accumulate to the Redemption Date) shall have
         been set aside by the Corporation, separate and apart from its other
         funds, in trust for the pro rata benefit of the holders of the shares
         of Series B Preferred Stock so called for redemption, then,
         notwithstanding that any certificates for such shares of Series B
         Preferred Stock have not been surrendered for cancellation, on the
         Redemption Date dividends shall cease to accumulate on the shares of
         the Series B Preferred Stock to be redeemed and the holders of such
         shares shall cease to be stockholders with respect to those shares,
         shall have no interest in or claims against the Corporation by virtue
         thereof and shall have no voting or other rights with respect thereto,
         except the conversion rights provided in Section 2(h)(E) below and the
         right to receive the monies payable upon such redemption, without
         interest thereon, upon surrender (and endorsement, if required by the
         Corporation) of their certificates, and the shares of Series B
         Preferred Stock evidenced thereby shall no longer be outstanding.
         Subject to applicable escheat laws, any monies so set aside by the
         Corporation and unclaimed at the end of four years from the Redemption
         Date shall revert to the general funds of the Corporation, after which
         reversion the holders of such shares so called for redemption shall
         look only to the general funds of the Corporation for the payment of
         the redemption price, without interest. Any interest accrued on funds
         so deposited shall belong to the Corporation and be paid thereto from
         time to time.



                                     -12-
<PAGE>   13

                  (vii)  If a notice of redemption has been given and any
         holder of shares of Series B Preferred Stock shall, prior to the close
         of business on the business day immediately preceding the Redemption
         Date, give written notice to the Corporation pursuant to Section
         2(h)(E)(ii) below of the conversion of any or all of the shares to be
         redeemed held by the holder, then such redemption shall not become
         effective as to such shares to be converted and such conversion shall
         become effective as provided in Section 2(h)(E) below, whereupon any
         funds deposited by the Corporation for the redemption of such shares
         shall (subject to any right of the holder of such shares to receive
         the dividend payable thereon as provided in Section 2(h)(E)(i) below)
         immediately upon such conversion be returned to the Corporation or, if
         then held in trust by the Corporation, shall automatically and without
         further corporate action or notice be discharged from the trust.

                  (viii) In every case of redemption of fewer than all of the
         outstanding shares of the Series B Preferred Stock pursuant to this
         Section 2(h)(D), the shares to be redeemed shall be selected pro rata,
         provided that only whole shares shall be selected for redemption.

                  (E)    Optional Conversion.

                  (i)    Holders of shares of Series B Preferred Stock may, at
         any time, convert their shares of Series B Preferred Stock, unless
         previously redeemed, into that number of shares of the Common Stock as
         shall be determined by dividing the Liquidation Preference ($10.00) by
         115% of the Average Closing Date Price (as hereinafter defined),
         subject to adjustment as described below in Section 2(h)(E)(vi) (the
         "Original Conversion Price"). For purposes hereof, the term "Average
         Closing Date Price" shall mean the average of the Closing Prices of
         the Common Stock for the five business days prior to the Closing Date.
         If, on June 20, 2000, the average of the Closing Prices of the Common
         Stock for the five business days prior thereto (the "Reset Price") is
         less than 115% of the Average Closing Date Price, holders of Series B
         Preferred Stock may thereafter at their option convert their shares of
         Series B Preferred Stock, unless previously redeemed, into that number
         of shares of the Common Stock as shall be determined by dividing the
         Liquidation Preference ($10.00) by the Reset Price, subject to
         adjustment as described below in Section 2(h)(E)(vi) (the "Reset
         Conversion Price"). For purposes of this Section 2(h), the term
         "Conversion Price" shall mean either the Original Conversion Price or
         the Reset Conversion Price, whichever is then applicable. If more than
         one share of Series B Preferred Stock shall be surrendered for
         conversion at one time by the same record holder, the number of full
         shares of Common Stock issuable upon conversion thereof shall be
         computed on the basis of the aggregate number of shares of Series B
         Preferred Stock so surrendered. In the case of shares of Series B
         Preferred Stock called for redemption, conversion rights shall expire
         at the close of business on the business day immediately preceding the
         Redemption Date. The holders of shares of Series B Preferred Stock
         that convert such shares into shares of Common Stock shall be entitled
         to receive any unpaid dividends accumulating through the Conversion
         Date.



                                     -13-
<PAGE>   14

                  (ii)   Any holder of shares of Series B Preferred Stock
         electing to convert the shares or any portion thereof in accordance
         with Section 2(h)(E)(i) above shall give written notice (a "Conversion
         Notice") to the Corporation (which notice may be given by facsimile
         transmission) that such holder elects to convert the same and shall
         state therein the number of shares of Series B Preferred Stock to be
         converted and the name or names in which such holder wishes the
         certificate or certificates for shares of Common Stock to be issued.
         Promptly thereafter, the holder shall surrender the certificate or
         certificates of shares of Series B Preferred Stock to be converted,
         duly endorsed, at the office of the Corporation or any transfer agent
         for such shares, or at such other place designated by the Corporation.
         The Corporation shall issue and deliver to or upon the order of such
         holder, against delivery of the certificates representing the shares
         of Series B Preferred Stock that have been converted, a certificate or
         certificates for the number of shares of Common Stock to which such
         holder shall be entitled (in the number(s) and denomination(s)
         designated by such holder), and the Corporation shall deliver to such
         holder a certificate or certificates for the number of shares of
         Series B Preferred Stock that such holder has not elected to convert.
         The conversion right with respect to any shares of Series B Preferred
         Stock shall be deemed to have been exercised at the date upon which
         the Conversion Notice is received by the Corporation (the "Conversion
         Date"), and the person or persons entitled to receive the Common Stock
         issuable upon conversion shall be treated for all purposes as the
         record holder or holders of such Common Stock upon that date;
         provided, however, that nothing in this sentence shall relieve the
         Corporation of its obligation to deliver to the person or persons
         entitled to receive the Common Stock issuable upon conversion
         certificates therefor, or its obligation, if any, to pay any dividends
         accumulating after the Conversion Date pursuant to Section 2(h)(E)(i)
         above.

                  (iii)  No fractional shares of Common Stock shall be issued
         upon conversion of shares of Series B Preferred Stock. Instead of any
         fractional share of Common Stock otherwise issuable upon conversion of
         any shares of Series B Preferred Stock, the Corporation shall pay a
         cash adjustment in respect of such fraction in an amount equal to the
         same fraction of the Closing Price of the Common Stock on the
         Conversion Date. In the absence of a Closing Price, the Board of
         Directors shall in good faith determine the current market price on
         such basis as it reasonably considers appropriate and such current
         market price shall be used to calculate the cash adjustment.

                  (iv)   If a holder converts shares of Series B Preferred
         Stock, the holder shall pay any documentary, stamp or similar issue or
         transfer tax due on the issue of Common Stock upon the conversion or
         due upon the issuance of a new certificate or certificates for any
         shares of Series B Preferred Stock not converted.

                  (v)    The Corporation shall at all times keep reserved out
         of its authorized but unissued Common Stock a sufficient number of
         shares of Common Stock to permit the conversion of all of the
         then-outstanding shares of Series B Preferred Stock. For the purposes
         of this Section 2(h)(E), the full number of shares of Common Stock
         then



                                     -14-
<PAGE>   15

         issuable upon the conversion of all then-outstanding shares of Series
         B Preferred Stock shall be computed as if at the time of computation
         all outstanding shares of Series B Preferred Stock were held by a
         single holder. The Corporation shall from time to time, in accordance
         with the laws of the State of Georgia and these Articles of
         Incorporation, increase the authorized amount of its Common Stock if
         at any time the authorized amount of its Common Stock remaining
         unissued shall not be sufficient to permit the conversion of all
         shares of Series B Preferred Stock at the time outstanding.

                  (vi)   In case the Corporation shall (x) pay a dividend on
         any class of its capital stock in shares of Common Stock, (y)
         subdivide the outstanding shares of Common Stock into a greater number
         of shares or (z) combine the outstanding shares of Common Stock into a
         smaller number of shares, the Conversion Price in effect immediately
         prior thereto shall be adjusted by multiplying the Conversion Price at
         which the shares of Series B Preferred Stock were theretofore
         convertible by a fraction of which the denominator shall be the number
         of shares of Common Stock outstanding immediately following such
         action and of which the numerator shall be the number of shares of
         Common Stock outstanding immediately prior thereto. Such adjustment
         shall be made whenever any event listed above shall occur and shall
         become effective retroactively immediately after the record date in
         the case of a dividend and immediately after the effective date in the
         case of a subdivision or combination. No adjustment in the Conversion
         Price shall be required unless the adjustment would require an
         increase or decrease of at least 1% in the Conversion Price then in
         effect. All calculations under this Section 2(h)(E)(vi) shall be made
         to the nearest cent.

                  (vii)  In case of any reclassification of the Common Stock,
         any consolidation of the Corporation with, or merger of the
         Corporation into, any other entity, any merger of another entity into
         the Corporation (other than a merger that does not result in any
         reclassification, conversion, exchange or cancellation of outstanding
         shares of Common Stock of the Corporation), any sale or transfer of
         all or substantially all of the assets of the Corporation or any
         compulsory share exchange pursuant to which share exchange the Common
         Stock is converted into other securities, cash or other property, then
         lawful provision shall be made as part of the terms of such
         transaction whereby the holder of each share of Series B Preferred
         Stock outstanding immediately prior thereto shall have adequate
         written notice and the right thereafter, during the period such share
         of Series B Preferred Stock shall be convertible, to convert such
         share into the kind and amount of securities, cash and other property
         receivable upon the reclassification, consolidation, merger, sale,
         transfer or share exchange by a holder of the number of shares of
         Common Stock of the Corporation into which a share of Series B
         Preferred Stock would have been convertible immediately prior to the
         reclassification, consolidation, merger, sale, transfer or share
         exchange.



                                     -15-
<PAGE>   16

                  (F)    Exchange.

                  (i)    Shares of Series B Preferred Stock shall be
         exchangeable for Convertible Debt (as defined below), in whole but not
         in part, out of surplus of the Corporation legally available for such
         exchange, at any time and from time to time at the option of the
         Corporation. All unpaid dividends on the shares of Series B Preferred
         Stock, including dividends accumulated from the last preceding
         Dividend Payment Date through the date fixed for such exchange, shall
         be declared and paid prior to or on the same date as the date of any
         exchange pursuant to this Section 2(h)(F). The Corporation shall cause
         the Convertible Debt to be issued on and dated the date which
         coincides with the date of exchange of the Series B Preferred Stock.
         "Convertible Debt" means the 8.5% Convertible Debentures of the
         Corporation to be issued pursuant to the Convertible Debt Indenture,
         as amended, modified, supplemented, restructured, replaced, extended
         or refinanced from time to time in accordance with the terms hereof
         and thereof. "Convertible Debt Indenture" means the indenture pursuant
         to which the Convertible Debt is to be issued, having terms in
         accordance with this Section 2(h)(F) and otherwise in form and
         substance acceptable to holders of a majority of Series B Preferred
         Stock immediately prior to the effectiveness of such indenture.

                  (ii)   Any notice of any exchange of the Series B Preferred
         Stock given by the Corporation shall be mailed to each holder of
         shares of Series B Preferred Stock to be exchanged at such holder's
         address as it appears on the books of the Corporation. Such notice
         shall set forth the procedures for exchanging certificates
         representing Series B Preferred Stock for Convertible Debt with a
         principal amount equal to 100% of the aggregate Liquidation Preference
         of the shares of Series B Preferred Stock being exchanged. The
         Corporation shall as promptly as practicable thereafter mail to each
         such holder a notice setting forth the procedures for exchanging
         certificates representing Series B Preferred Stock for Convertible
         Debt. Upon such exchange, the rights of the holders of Series B
         Preferred Stock to be exchanged as stockholders of the Corporation
         shall cease, and the person or persons entitled to receive the
         Convertible Debt issuable upon such exchange shall be treated for all
         purposes as the registered holder or holders of such Convertible Debt.

                  (iii)  The shares of Series B Preferred Stock which have been
         exchanged shall no longer be deemed to be outstanding and shall be
         retired and all rights with respect to such shares, including, without
         limitation, the rights, if any, to receive dividends (and interest
         thereon) and to receive notices and to vote or consent (except for the
         right of the holders to receive unpaid dividends, if any, and
         Convertible Debt and Common Stock, as provided herein, in exchange
         therefor) shall forthwith cease.

                  (iv)   Upon any exchange of shares of Series B Preferred
         Stock into Convertible Debt, as provided herein, in accordance with
         this Section 2(h)(F), the Corporation will pay any documentary, stamp
         or similar issue or transfer taxes which may be due with respect to
         the transfer and exchange of such exchanged shares, if any; provided,
         however,



                                     -16-
<PAGE>   17

         that if the Convertible Debt into which the shares of Series B
         Preferred Stock is exchangeable pursuant to this Section 2(h)(F) is to
         be issued in the name of any person other than the holder of the
         shares of Series B Preferred Stock to be so exchanged, the amount of
         any transfer taxes (whether imposed on the Corporation, the holder or
         such other person) payable on account of the transfer to such person
         will be payable by the holder.

                  (v)    Unless otherwise agreed by the Corporation and each
         holder of shares of Series B Preferred Stock, any shares exchanged at
         the Corporation's election shall be called for exchange on a pro rata
         basis from all holders of Series B Preferred Stock. Any exchange for
         which shares are called for exchange on a pro rata basis (whether or
         not some of such shares so called are subsequently converted pursuant
         to Section 2(h)(E)) shall comply with this Section 2(h)(F). Any
         fractional share of Series B Preferred Stock which would otherwise be
         issuable as a result of any exchange of less than all shares held
         shall be included in the shares exchanged.

                  (vi)   The Convertible Debt shall have a maturity date of the
         September 30, 2005; a principal amount equal to the Liquidation
         Preference multiplied by the number of shares of Series B Preferred
         Stock exchanged for such Convertible Debt (and a proportionate
         principal amount for any fractional share exchanged); shall provide
         for payment of interest at the rate of 8.5% per annum, payable
         quarterly in cash; and shall be convertible and redeemable on terms
         substantially the same as those of the Series B Preferred Stock, in
         each case, on the terms and conditions set forth in the Convertible
         Debt Indenture and shall otherwise be on the terms set forth in the
         Convertible Debt Indenture.

                  (G)    Status of Shares.

                  All shares of the Series B Preferred Stock that are at any
         time redeemed pursuant to Section 2(h)(D), converted pursuant to
         Section 2(h)(E) or exchanged pursuant to Section 2(h)(F) and all
         shares of the Series B Preferred Stock that are otherwise reacquired
         by the Corporation and subsequently canceled by the Board of Directors
         of the Corporation shall have the status of authorized but unissued
         shares of Preferred Stock, without designation as to series, subject
         to reissuance by the Board of Directors of the Corporation as shares
         of any one or more other series.

                  (H)    Voting Rights.

                  Holders of shares of the Series B Preferred Stock shall have
         no voting rights, except as may be otherwise required by these
         Articles of Incorporation, the Corporation's by-laws or applicable
         law.



                                     -17-
<PAGE>   18

                  (I)      Preemptive Rights.

                  The holders of the Series B Preferred Stock shall not have
         any preemptive right to subscribe for or purchase any shares of stock
         or any other securities which may be issued by the Corporation.

                  (J)      Information Rights.

                  Each holder of shares of the Series B Preferred Stock shall
         be furnished with annual audited and quarterly unaudited financial
         statements of the Corporation consistent with reports provided to
         holders of the Common Stock.

                                       3.

         The address of the initial registered office of the Corporation shall
be 1850 Parkway Place, 12th Floor, Marietta, Cobb County, Georgia 30067 and its
initial registered agent at such address shall be J. Brent Burkey.

                                       4.

         The name and address of the incorporator is J. Brent Burkey, 1850
Parkway Place, 12th Floor, Marietta, Georgia 30067.

                                       5.

         The mailing address of the initial principal office of the Corporation
is 1850 Parkway Place, 12th Floor, Marietta, Georgia 30067.

                                       6.

         (A)      Beginning with the election of directors in 1998, the Board
of Directors of the Corporation shall consist of nine (9) natural persons of
the age of eighteen years or over and shall be divided into three classes,
Class I, Class II and Class III. Each class shall consist, as nearly as
possible, of one-third of the total number of directors and any remaining
directors shall be included within such class or classes as the Board of
Directors shall designate, provided that the difference in the number of
directors in any two classes shall not exceed one (1). At the annual meeting of
shareholders in 1998, Class I Directors shall be elected for a one-year term,
Class II Directors for a two-year term and Class III Directors for a three-year
term. At each succeeding annual meeting of shareholders beginning in 1999,
successors to the class of directors whose term expires at the annual meeting
shall be elected for a three-year term.

         (B)      Any director of the Corporation, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at



                                     -18-
<PAGE>   19

least two-thirds of the shares entitled to vote for the election of directors,
voting together as a single class. No director may be removed without cause.

         (C)      The number of directors constituting the Board of Directors
may be increased or decreased from time to time by the affirmative vote of a
number of directors equal to at least a majority of the then authorized number
of directors (regardless of any vacancies then existing). If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible. No decrease in the number of directors shall affect the term of
any director.

         (D)      Any vacancy on the Board of Directors, including any vacancy
occurring by reason of any increase in the number of directors, shall be filled
only by the Board of Directors acting by the affirmative vote of a majority of
the directors then remaining in office. If the directors remaining in office
constitute fewer than a quorum of the Board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office.

         (E)      The provisions of this Article 6 are subject in all respects
to the rights, privileges and preferences of the holders of any class of
capital stock of the Corporation other than Common Stock.

         (F)      This Article 6 may be modified, amended or repealed only by
the affirmative vote of the holders of at least two-thirds of the shares
entitled to vote on such modification, amendment or repeal; any provision in
the Articles of Incorporation inconsistent with this Article 6, or any
provision in the Articles of Incorporation or the By-laws of the Corporation
purporting to interpret or define the terms contained in this Article 6, may be
adopted only by the affirmative vote of the holders of at least two-thirds of
the shares entitled to vote on such provision; provided that, the Board of
Directors may adopt By-laws implementing or interpreting this Article 6.

                                       7.

         No director shall have any personal liability to the Corporation or
its shareholders for monetary damages for breach of duty of care or other duty
as a director, by reason of any act or omission occurring subsequent to the
date when this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for (a) any appropriation,
in violation of his duties, of any business opportunity of the Corporation; (b)
acts or omissions which involve intentional misconduct or a knowing violation
of law; (c) liabilities of a director imposed by Section 14-2-832 of the
Georgia Business Corporation Code; or (d) any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of
this Article shall apply to or have any effect on the liability or alleged
liability of any director or officer of the Corporation for or with respect to
any acts or omissions of such director or officer occurring prior to such
amendment or repeal; provided, however, that if further elimination or
limitation of the liability of directors is provided for or permitted



                                     -19-
<PAGE>   20

by the Georgia Business Corporation Code or other applicable law at any time,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent then so provided for or permitted by the Georgia
Business Corporation Code or other applicable law, and this Article 7 shall be
deemed to include and have incorporated herein provision for such further
elimination or limitation of liability of a director effective upon the
enabling provision therefor in the Georgia Business Corporation Code or other
applicable law becoming effective. Without limiting the foregoing, if the
Georgia Business Corporation Code is amended to permit the limitation of a
director's liability under clause (d) above to the amount of the financial
benefit received by a director to which he is not entitled, then any liability
of a director of the Corporation not eliminated because of said clause (d)
shall be limited to the amount of any financial benefit received by the
director to which he is not entitled.



                                     -20-
<PAGE>   21

                  IN WITNESS WHEREOF, HIE, Inc. has caused its duly authorized
officer to execute these Amended and Restated Articles of Incorporation as of
this 28th day of September, 1999.


                       HIE, INC.



                       By:    /s/ Joseph A. Blankenship
                              -------------------------------------------------
                       Name:  Joseph A. Blankenship
                       Title: Senior Vice President -- Finance, Chief Financial
                              Officer, Secretary and Treasurer



                                     -21-