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                              BY-LAWS OF HIE, INC.
                   (As amended and restated on April 20, 1999)

                                    ARTICLE I

                                  SHAREHOLDERS


         Section 1.        Annual Meeting.

         The annual meeting of the shareholders for the election of Directors
and for the transaction of such other business as may properly come before the
meeting shall be held at such place, either within or without the State of
Georgia, on such date and at such time as the Board of Directors may by
resolution provide. The Board of Directors may specify by resolution prior to
any special meeting of shareholders held within the year that such meeting shall
be in lieu of the annual meeting.

         Section 2.        Special Meeting; Call and Notice of Meetings.

         Special meetings of the shareholders may be called at any time by the
Board of Directors, the Chairman of the Board of Directors or the President. The
Corporation shall call a special meeting of shareholders upon written request of
the holders of at least sixty percent (60%) of the outstanding Common Stock.
Such meetings shall be held at such place, either within or without the State of
Georgia, as is stated in the call and notice thereof. Written notice of each
meeting of shareholders, stating the time and place of the meeting, and the
purpose of any special meeting, shall be mailed to each shareholder entitled to
vote at or to notice of such meeting at his address shown on the books of the
Corporation not less than ten (l0) nor more than sixty (60) days prior to such
meeting unless such shareholder waives notice of the meeting. Any shareholder
may execute a waiver of notice, in person or by proxy, either before or after
any meeting, and shall be deemed to have waived notice if he is present at such
meeting in person or by proxy. Neither the business transacted at, nor the
purpose of, any meeting need be stated in the waiver of notice of such meeting,
except that, with respect to a waiver of notice of a meeting at which a plan of
merger or consolidation is considered, information as required by the Georgia
Business Corporation Code must be delivered to the shareholder prior to his
execution of the waiver of notice or the waiver itself must conspicuously and
specifically waive the right to such information.

         Notice of any meeting may be given by the President, the Secretary or
by the person or persons calling such meeting. No notice need be given of the
time and place of reconvening of any adjourned meeting, if the time and place to
which the meeting is adjourned are announced at the adjourned meeting.

         Section 3.        Quorum; Required Shareholder Vote.

         A quorum for the transaction of business at any annual or special
meeting of shareholders shall exist when the holders of a majority of the
outstanding shares entitled to vote are 


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represented either in person or by proxy at such meeting. If a quorum is
present, action on a matter (other than the election of directors) by the
shareholders is approved if the votes cast favoring the action exceed the votes
cast opposing the action, unless the Georgia Business Combination Code (the
"Code"), the Corporation's Articles of Incorporation, or a provision of these
By-laws adopted by the shareholders under Code Section 14-2-1021 or any
successor statute requires a greater number of affirmative votes. When a quorum
is once present to organize a meeting, the shareholders present may continue to
do business at the meeting or at any adjournment thereof notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. The holders of a
majority of the voting shares represented at a meeting, whether or not a quorum
is present, may adjourn such meeting from time to time.

         Section 4.        Proxies.

         A shareholder may vote either in person or by a proxy which he has duly
executed in writing. No proxy shall be valid after eleven (11) months from the
date of its execution unless a longer period is expressly provided in the proxy.

         Section 5.        Action of Shareholders Without Meeting.

         Any action required to be, or which may be, taken at a meeting of the
shareholders, may be taken without a meeting if written consent, setting forth
the actions so taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof, except that, with respect to
approval of a plan of merger or consolidation by written consent, information as
required by the Georgia Business Corporation Code must be delivered to the
shareholders prior to their execution of the consent or the consent must
conspicuously and specifically waive the right to such information. Such consent
shall have the same force and effect as a unanimous affirmative vote of the
shareholders and shall be filed with the minutes of the proceedings of the
shareholders.


                                   ARTICLE II

                                    DIRECTORS

         Section 1.        Power of Directors.

         The Board of Directors shall manage the business of the Corporation and
may exercise all powers of the Corporation, subject to any restrictions imposed
by law, by the Articles of Incorporation or by these By-Laws.

         Section 2.        Composition of the Board.

         The Board of Directors of the Corporation shall consist of not less
than three (3) natural persons of the age of eighteen years or over, the exact
number to be determined from time to time by resolution of the Board of
Directors in accordance with Article 6 of the Corporation's articles of
incorporation. If all of the shares of the Corporation are owned beneficially
and of record by less than three shareholders, the number of directors may be
less

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than three but not less than the number of shareholders. Directors need not be
residents of the State of Georgia or shareholders of the Corporation. At each
annual meeting of the shareholders, the shareholders shall elect Directors who
shall serve until their successors are elected and qualified; provided that the
shareholders may, by the affirmative vote of the holders of a majority of the
shares entitled to vote at an election of Directors, increase or reduce the
number of Directors or add or remove Directors with or without cause at any
time.

         Section 3.        Meetings of the Board; Notice of Meetings; Waiver of
                           Notice.

         The annual meeting of the Board of Directors for the purpose of
electing officers and transacting such other business as may be brought before
the meeting shall be held each year immediately following the annual meeting of
shareholders. The Board of Directors may by resolution provide for the time and
place of other regular meetings and no notice of such regular meetings need be
given. Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors, by the President or by any two Directors, and written
notice of the time and place of such meetings shall be given to each Director by
first class or air mail at least two (2) days before the meeting or by
telephone, telegraph, cablegram or in person at least one (l) day before the
meeting. Any Director may execute a waiver of notice, either before or after any
meeting, and shall be deemed to have waived notice if he is present at such
meeting. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be stated in the notice or waiver of
notice of such meeting. Any meeting may be held at any place within or without
the State of Georgia.

         Section 4.        Quorum; Vote Requirement.

         A majority of the Directors in office at any time shall constitute a
quorum for the transaction of business at any meeting. When a quorum is present,
the vote of a majority of the Directors present shall be the act of the Board of
Directors, unless a greater vote is required by law, by the Articles of
Incorporation or by these By-Laws.

         Section 5.        Action of Board Without Meeting.

         Any action required or permitted to be taken at a meeting of the Board
of Directors or any committee thereof may be taken without a meeting if written
consent, setting forth the action so taken, is signed by all the Directors or
committee members and filed with the minutes of the proceedings of the Board of
Directors or committee. Such consent shall have the same force and effect as a
unanimous affirmative vote of the Board of Directors or committee, as the case
may be.

         Section 6.        Committees.

         The Board of Directors, by resolution adopted by a majority of all of
the Directors, may designate from among its members an Executive Committee,
and/or other committees, each composed of two (2) or more Directors, which may
exercise such authority as is delegated by the Board of Directors, provided that
no committee shall have the authority of the Board of Directors in reference to
(l) an amendment to the Articles of Incorporation or By-Laws of the Corporation,


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(2) the adoption of a plan of merger or consolidation, (3) the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Corporation, or (4) a voluntary dissolution of the Corporation or
a revocation thereof.

         Section 7.        Vacancies.

         A vacancy occurring in the Board of Directors by reason of the removal
of a Director by the shareholders shall be filled by the shareholders, or, if
authorized by the shareholders, by the remaining Directors. Any other vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors though less than a quorum of the Board of
Directors, or by the sole remaining Director, as the case may be, or, if the
vacancy is not so filled, or if no director remains, by the shareholders. A
Director elected to fill a vacancy shall serve for the unexpired term of his
predecessor in office.

         Section 8.        Telephone Conference Meetings.

         Unless the Articles of Incorporation otherwise provide, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board or committee by means of telephone
conference or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 8 shall constitute presence in person at such meeting.


                                   ARTICLE III

                                    OFFICERS

         Section 1.        Executive Structure of the Corporation.

         The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer and such other officers or assistant officers, including
Vice Presidents, as may be elected by the Board of Directors. Each officer shall
hold office for the term for which he has been elected or appointed and until
his successor has been elected or appointed and has qualified, or until his
earlier resignation, removal from office or death. Any two or more offices may
be held by the same person, except that the same person shall not be both
Chairman of the Board of Directors and Secretary, or President and Secretary.
The Board of Directors may designate a Vice President as an Executive Vice
President and may designate the order in which other Vice Presidents may act.

         Section 2.        President.

         The President shall be the chief operating officer of the Corporation
and shall be in charge of the day-to-day affairs of the Corporation, subject to
the direction of the Board of Directors. He shall preside at all meetings of the
shareholders.


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         Section 3.        Vice President.

         The Vice President shall act in the case of absence or disability of
the President.

         Section 4.        Secretary.

         The Secretary shall keep the minutes of the proceedings of the
shareholders and of the Board of Directors, and shall have custody of and attest
the seal of the Corporation.

         Section 5.        Treasurer.

         The Treasurer shall be responsible for the maintenance of proper
financial books and records of the Corporation.

         Section 6.        Other Duties and Authority.

         Each officer, employee and agent of the Corporation shall have such
other duties and authority as may be conferred upon him by the Board of
Directors or delegated to him by the President.

         Section 7.        Removal of Officers.

         Any officer may be removed at any time by the Board of Directors, and
such vacancy may be filled by the Board of Directors. This provision shall not
prevent the making of a contract of employment for a definite term with any
officer and shall have no effect upon any cause of action which any officer may
have as a result of removal in breach of a contract of employment.

         Section 8.        Compensation.

         The salaries of the officers shall be fixed from time to time by the
Board of Directors. No officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the Corporation.


                                   ARTICLE IV

                                     STOCK

         Section 1.        Stock Certificates.

         The shares of stock of the Corporation shall be represented by
certificates in such form as may be approved by the Board of Directors, which
certificates shall be issued to the shareholders of the Corporation in numerical
order from the stock book of the Corporation, and each of which shall bear the
name of the shareholder, the number of shares represented, and the date of
issue; and which shall be signed by the Chairman of the Board of Directors or
President and the 


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Secretary or an Assistant Secretary of the Corporation; and which shall be
sealed with the seal of the Corporation. No share certificate shall be issued
until the consideration for the shares represented thereby has been fully paid.

         Section 2.        Transfer of Stock.

         Shares of stock of the Corporation shall be transferred only on the
books of the Corporation upon surrender to the Corporation of the certificate or
certificates representing the shares to be transferred accompanied by an
assignment in writing of such shares properly executed by the shareholder of
record or his duly authorized attorney-in-fact and with all taxes on the
transfer having been paid. The Corporation may refuse any requested transfer
until furnished evidence satisfactory to it that such transfer is proper. Upon
the surrender of a certificate for transfer of stock, such certificate shall at
once be conspicuously marked on its face "Cancelled" and filed with the
permanent stock records of the Corporation. The Board of Directors may make such
additional rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.

         Section 3.        Registered Shareholders.

         The Corporation may deem and treat the holder of record of any stock as
the absolute owner for all purposes and shall not be required to take any notice
of any right or claim of right of any other person.

         Section 4.        Record Date.

         For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the Corporation
may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70) days and,
in the case of a meeting of shareholders, not less than ten (10) days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken.


                                    ARTICLE V

                        DEPOSITORIES, SIGNATURES AND SEAL

         Section 1.        Depositories.

         All funds of the Corporation shall be deposited in the name of the
Corporation in such bank or other financial institutions as the Board of
Directors may from time to time designate and shall be drawn out on checks,
drafts or other orders signed on behalf of the Corporation by such person or
persons as the Board of Directors may from time to time designate.


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         Section 2.        Contracts and Deeds.

         All contracts, deeds and other instruments shall be signed on behalf of
the Corporation by the President or by such other officer, officers, agent or
agents as the Board of Directors may from time to time by resolution provide.

         Section 3.        Seal.

         The seal of the Corporation shall be as follows:

                  If the seal is affixed to a document, the signature of the
                  Secretary or an Assistant Secretary shall attest the seal. The
                  seal and its attestation may be lithographed or otherwise
                  printed on any document and shall have, to the extent
                  permitted by law, the same force and effect as if it had been
                  affixed and attested manually.


                                   ARTICLE VI

                                   INDEMNITY

         Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Corporation), by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the Corporation
against expenses (including reasonable attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation (and with respect to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful), to the maximum extent
permitted by, and in the manner provided by, the Georgia Business Corporation
Code.


                                   ARTICLE VII

                              AMENDMENT OF BY-LAWS

         The Board of Directors shall have the power to alter, amend or repeal
the By-Laws or adopt new by-laws, but any by-laws adopted by the Board of
Directors may be altered, amended or repealed and new by-laws adopted by the
shareholders. The shareholders may prescribe that any by-law or by-laws adopted
by them shall not be altered, amended or repealed by the Board of Directors.
Action by the Directors with respect to the By-Laws shall be taken by an
affirmative vote of a majority of all of the Directors then in office. If a
quorum is present, action by the 


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shareholders with respect to the By-laws shall be approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the Code,
the Corporation's Articles of Incorporation, or a provision of these By-laws
adopted by the shareholders under Section 14-2-1021 or any successor statute of
the Code requires a greater number of affirmative votes.


                                  ARTICLE VIII

               BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

         In addition to any other provisions of law as may be applicable,
notwithstanding any other provisions of these By-laws or the Corporation's
Articles of Incorporation to the contrary, the provisions of Sections 14-2-1131
through 14-2-1133 of the Georgia Business Corporation Code (the "Code"), as the
same may be amended or supplemented from time to time, shall apply to and govern
those transactions of the Corporation which constitute "business combinations"
(as that term is defined in Section 14-2-1131 of the Code). The provisions of
this Article VIII of the By-laws may not be repealed except in the manner set
forth in Section 14-2-1133 of the Code.


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