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                                                                    EXHIBIT 10.1



                              AMENDED AND RESTATED
                              APS HEALTHCARE, INC.
                                STOCK OPTION PLAN
                                    ARTICLE I
                                     GENERAL


      1.1   PURPOSE.

      The Amended and Restated APS Healthcare, Inc. 1993 Stock Option Plan
(the "Plan") is established to create additional incentive for employees,
consultants and directors of American Psych Systems, Inc. (the ("Company") to
promote the financial success and progress of the Company.

      1.2   ADMINISTRATION.

      (a)   The Plan shall be administered by the Company's Board of Directors
(the "Board") and/or by a duly appointed committee of the Board having such
power as shall be specified by the Board. Any subsequent references to the Board
shall also mean the committee if it has been appointed.

      (b)   Subject to the limitations of the Plan, the Board shall have the
sole and complete authority (I) to select from the regular full-time employees
of the Company those who shall participate in the Plan ("Employee Participant"
or "Employee Participants"), (ii) to select such additional individuals who are
directors or consultants of the Company and who are determined in the discretion
of the Board to perform valuable services for the Company to participate in the
Plan ("Non-Employee Participants" or "Non-Employee Participants"), (iii) to make
awards in such forms and amounts as it shall determine, (iv) to impose such
limitations, restrictions and conditions upon such awards as it shall deem
appropriate and (v) to interpret the Plan and to adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the
actions necessary or advisable for the implementation and administration of the
Plan. The Board's determinations on matters within its authority shall be
conclusive and binding upon the Company and all other persons. (Employee
Participants and Non-Employee Participants are hereinafter sometimes
collectively referred to as "Participants").

      (c)   The Board shall act on behalf of the Company as sponsor of the Plan.
Except as otherwise provided in section 2.4 hereof, all expenses associated with
the Plan shall be borne by the Company.


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      1.3   ELIGIBILITY.

      Participants shall be selected by the Board from (I) employees and (ii)
non-employee directors or consultants who have the capacity to contribute to the
success of the Company. In making these selections and in determining the form
and amount of awards, the Board may give consideration of the functions and
responsibilities of the individual, his or her past, present and potential
contributions to the Company's profitability and sound growth, the value of his
or her services to the Company and other factors deemed relevant by the Board.

      1.4   TYPES OF AWARDS UNDER THE PLAN.

      Awards under the Plan may be in the form of either of the following; (I)
Incentive Stock Options ("ISOs") or (ii) Nonstatutory Stock Options ("NSOs")
(hereinafter sometimes collectively referred to as "Options"). A participant
may, if otherwise eligible, be granted additional Options from time to time.

      1.5   SHARES SUBJECT TO THE PLAN.

      Shares of stock issued under the Plan may be in whole or in part
authorized and unissued or treasury shares of the Company's Class A Common
Stock, with par value $0.001 per share (the "Class A Stock"). The maximum number
of shares of Class A Stock, which may be issued for all purposes under the Plan
shall be 3,200,000 subject to adjustment in accordance with the provisions of
section 3.2 hereof. Any shares of Class A Stock subject to an Option which for
any reason is canceled or terminated without having been exercised shall again
be available for awards under the Plan. No fractional shares shall be issued,
and the Board shall determine the manner in which fractional share value shall
be treated.

                                   ARTICLE II

                              TERMS OF THE OPTIONS

      2.1   AWARD OF OPTIONS.

      Subject to the provisions of the Plan, the Board shall determine for each
Option (which need not be identical) the number of shares for which the Option
shall be granted, whether the Option is an ISO or a NSO, the option price of the
Option, the exercisability of the Option and all other terms and conditions of
the Option. In no event, however, shall any ISOs be awarded to Non-Employee
Participants. Options granted pursuant to the Plan shall be evidenced by written
agreements specifying the number of shares covered thereby, in such form as the
Board shall from time to time establish, which agreements may incorporate all or
any of the terms of the Plan

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by reference ("Stock Option Agreements").

      2.2   OPTION PRICE.

      The purchase price of Class A Stock purchasable under ISOs shall be not
less than the fair market value as determined by the Board of the shares of
Class A Stock of the Company on the date of the granting of the ISO, except
that, as to an employee who at the time the ISO is granted owns stock processing
more than 10% of the total combined voting power of all classes of stock of the
Company within the meaning of section 422(b)(6) of the Internal Revenue Code of
1986, as amended (the "Code") (a "Ten Percent Owner Employee"), the option price
shall not be less than 110% of the fair market value of the shares on the date
the ISO is granted. The option price for NSOs shall be determined by the Board
and may be less than fair market value.

      2.3   TERM OF OPTIONS.

      (a)   The Plan shall become effective on the date of its adoption by the
Board subject to the approval of the Plan by the holders of the majority of the
shares of stock of the Company entitled to vote at a meeting of the
stockholders, within 12 months of the effective date. No ISOs shall be awarded
pursuant to the Plan after the expiration of the ten year period beginning on
the date the Plan is adopted by the Board.

      (b)   The Board shall have the power to set the time or times within which
each Option shall be exercisable or the event or events upon the occurrence of
which all or a portion of each Option shall be exercisable and the term of each
Option; provided, however, that no ISO shall be exercisable after the expiration
of ten years from the date such ISO is granted, and provided further, that no
ISO granted to a Ten Percent Owner Employee shall be exercisable after the
expiration of five years from the date such ISO is granted. Notwithstanding the
foregoing, each Option granted hereunder that is designated by the Board as a
NSO shall expire not later than ten years after the date of grant. Unless
otherwise provided for by the Board in the grant of the Option, any Option
granted hereunder shall be exercisable in full immediately upon grant.


      2.4   EXERCISE OF OPTIONS.

      (a)   Options may be exercised only by written notice to the Company,
stating the number of shares of Class A Stock being purchased and accompanied by
payment of the option price for the number of such shares being purchased (I) in
cash, (ii) by tender to the Company of shares of the Company's Class A Stock
owned by the Participant and having a fair market value not less than the option
price, or (iii) by such other consideration as the Board may approve at the time
the Option is granted. As soon as practicable after receipt of such notice and
full

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payment for the shares of Class A Stock being purchased, the Company shall
deliver to the Participant a certificate or certificates representing the
acquired shares of Class A Stock. At the time an Option is exercised in whole or
in part, or at any time thereafter as requested by the Company, the Participant
shall pay, or make adequate provision for payment of, federal and state income
and employment tax withholding obligations of the Company, if any, which arise
upon exercise, in whole or in part, of the Option or upon disposition of the
shares acquired by exercise of the Option. The applicability of such withholding
taxes shall be determined by the Company in its sole discretion.

      (b)   Unless otherwise agreed in writing by the Board, Options may be
exercised only twice in any calendar year.

      2.5   LIMITATIONS ON ISOs.

      (a)   Under the terms of the Plan, the aggregate fair market value
(determined at the time an ISO is granted) of the shares of Class A Stock with
respect to which ISOs are exercisable for the first time by an Employee
Participant during any calendar year (under all such ISO plans of the Company)
shall not exceed $100,000.

      (b)   An Employee Participant shall have the following rights upon death,
disability or other termination of his or her employment:

            (i)   If the Employee Participant's employment is terminated by
death, his or her estate or the person who acquired the right to exercise such
ISO by bequest or inheritance from the Employee Participant shall be entitled,
for a period of one year following the date of his or her death, to exercise the
ISO with respect to all or any part of the shares of Class A Stock subject
thereto, to the extent the ISO had become exercisable at the time of death.

            (ii)  If the Employee Participant's employment terminates because of
disability within the meaning of section 22(e)(3) of the Code, the Employee
Participant or his or her legal representative shall have the right, for a
period of one year following the date of such termination, to exercise the ISO
with respect to all or any part of the shares of Class A Stock subject thereto,
to the extend the ISO had become exercisable at the time of such termination.

            (iii) If the Employee Participant's employment is terminated for any
reason other than death or disability, as provided above, the Employee
Participant holding an ISO under the Plan shall have the right, for a period of
three months following such termination, to exercise any ISO with respect to all
or any part of the shares of Class A Stock subject thereto, to the extent that
the ISO had become exercisable at the time of such termination.

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      2.6   TERMINATION OF RELATIONSHIP.

      In the event any Non-Employee Participant terminates his or her
relationship with the Company voluntarily or upon his or her death or
disability, the Non-Employee Participant or his or her estate or the person who
acquired the right to exercise such NSO by bequest or inheritance from the
Non-Employee Participant or the Non-Employee Participant's legal representative
shall be entitled at any time prior to an expiration date established for such
NSO by the Board at the time of the award, but in no event after its respective
expiration date, to exercise any NSO held by such Non-Employee Participant with
respect to all or any part of the shares of Class A Stock subject thereto, to
the extend that such NSO had become exercisable at the time of such termination.
If any Non-Employee Participant's relationship with the Company is terminated
involuntarily by the Company, all of the then outstanding NSOs granted to such
Non-Employee Participant shall terminate immediately.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

      3.1   NON-TRANSFERABILITY.

      No Option award under the Plan shall be transferable by any Participant
otherwise than by will or, if the Participant dies intestate, by the laws of
descent and distribution. All awards shall be exercisable or received during the
Participant's lifetime only by such Participant or his or her legal
representative. Any transfer contrary to this Section 3.1 will nullify the
Option involved.

      3.2   ADJUSTMENTS OF AND CHANGES IN STOCK.

      In the event that the shares of Class A Stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock (as defined in section 424 of the Code) of the Company or of
another corporation (whether by reason of corporate merger, consolidation,
acquisition of property or stock separation, reorganization or liquidation) or
if the number of such shares of Class A Stock shall be increased through the
payment of a stock dividend, then there shall be substituted for or added to
each share of stock theretofore appropriated or thereafter subject or which may
become subject to an Option under this Plan, the number and kind of such shares
of stock into which each outstanding share of Class A Stock of the Company shall
be so changed, or for which each such share shall be exchanged, or to which each
such share shall be entitled, as the case may be. Outstanding Options shall also
be appropriately amended as to price and other terms as may be necessary to
reflect the foregoing events. Upon dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation in which the Company is not the
surviving corporation, or upon the sale



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of substantially all of the property of the Company to another corporation, the
Plan and the Options issued thereunder shall terminate, unless provisions are
made in connection with such transaction for the assumption of Options
theretofore granted, or for the substitution for such Options of new options of
the successor corporation or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and the per share exercise
prices.

      3.3   STOCK TRANSFER RESTRICTIONS.

      Shares of Class A Stock purchased under the Plan and held by or through
any person who is an officer, director or affiliate of the Company may not be
sold or otherwise disposed of except (I) pursuant to an effective registration
statement under the Securities Act of 1933, as amended, ("the Act"), or a
transaction which, in the opinion of counsel for the Company, is exempt from
registration under the Act and (ii) in compliance with state securities laws.
The Board may waive the foregoing restrictions, in whole or in part, in any
particular case or cases or may terminate such restrictions whenever the Board
determines that such restrictions afford no substantial benefit to the Company.


      3.4   AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN.

      The Board of Directors may terminate, amend or modify the Plan, at any
time; provided, however, that no such action of the Board of Directors, without
approval of the stockholders, may (I) increase the total number of shares of
Class A Stock for which Options may be granted under the Plan, except as
contemplated in Section 3.2 above, (ii) decrease the minimum ISO price or (iii)
increase the maximum ISO term or extend the period after which ISOs may not be
awarded under the Plan. No amendment, modification or termination of the Plan
shall in any manner affect any Option theretofore granted to a Participant under
the Plan without the consent of the Participant or the transferee of such
Option.


      3.5   NON-UNIFORM DETERMINATIONS.

      The Board's determinations under the Plan, including without limitation,
(I) the determination of the Participants to receive awards, (ii) the form,
amount and timing of such awards, (iii) the terms and provisions of such awards
and (iv) the agreements evidencing the same, need not be uniform and may be made
by it selectively among Participants who receive, or who are eligible to
receive, awards under the Plan, whether or not such Participants are similarly
situated.

      3.6   LEAVES OF ABSENCE; TRANSFERS.


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      The Board shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence from the Company granted to a Participant. Without limiting the
generality of the foregoing, the Board shall be entitled to determine (i)
whether or not any such leave of absence shall be treated as if an Employee
Participant ceased to be an employee or a Non-Employee Participant terminated
his or her relationship with the Company and (ii) the impact, if any, of any
such leave of absence on awards under the Plan. In the event an employee
Participant transfers within the Company, such Participant transfers within the
Company, such Participant shall not be deemed to have ceased to be an employee
for purpose of the Plan.

      3.7   RIGHTS AS A STOCKHOLDER OR EMPLOYEE.

      No person shall have any rights as a stockholder with respect to any
shares of Class A Stock covered by an Option until such time as stock
certificates for the shares of Class A Stock for which the Option has been
exercised are issued. No adjustment shall be made for dividends or distributions
or other rights for which the record date is prior to the date such stock
certificate(s) are issued, except as provided in Section 3.2 above. Nothing in
this Plan or in any Stock Option Agreement shall confer upon any Participant any
right to continue in the employ of the Company or interfere in any way with any
right of the Company to terminate the Participant's employment at any time.

      3.8   TERMINATION OF THE PLAN.

      Termination of the Plan shall not affect the right of Participants under
Options previously granted to them, and all unexpired Options shall continue in
force and operation after termination of the Plan except as they may lapse or be
terminated by their own terms and conditions.